Common use of Limitations on Transactions Clause in Contracts

Limitations on Transactions. (a) So long as any Trust PIERS remain outstanding, if (i) there shall have occurred any Event of Default under the Indenture or any event of which the Guarantor has actual knowledge that with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the Indenture and the certificate evidencing the Convertible Debentures and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not: (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s capital stock (other than (a) purchases of the Guarantor’s capital stock in connection with employee, director or agent benefit plans and under any dividend reinvestment or stock purchase plan, (b) in connection with the reclassification of any class or series of the Guarantor’s capital stock or the exchange or conversion of one class or series of the Guarantor’s capital stock for or into another class or series of the Guarantor’s capital stock, (c) the payment of any dividend within 60 days after the date of the declaration of a dividend if, at the date of declaration, (x) if paid on that date, the payment of such dividend would not have been prohibited by an election to defer interest payments pursuant to the Indenture and (y) the declaration of such dividend is in accordance with the Guarantor’s dividend policy in effect immediately prior to its declaration of such dividend, (d) the purchase of fractional interests in shares of the Guarantor’s capital stock in connection with the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (e) dividends or distributions payable in the Guarantor’s capital stock, or options, warrants or rights to acquire capital stock, or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock, (f) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or issuances of stock under any such plan in the future, or redemptions or repurchases of any such rights pursuant thereto, (g) the purchase of the Guarantor’s common stock, or securities convertible or exercisable for the Guarantor’s common stock, in satisfaction of the Guarantor’s obligation under an acquisition transaction that the Guarantor has entered into prior to the beginning of such Extension Period, in an amount not greater than $10 million in the aggregate in any such Extension Period or (h) repurchases of the Guarantor’s common stock in connection with acquisitions of businesses made by the Guarantor or any of its subsidiaries (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses); (ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including Other Debentures) issued by the Guarantor expressed to rank pari passu with or junior or subordinated to the Convertible Debentures, in each case other than through the issuance or exchange of debt securities that are expressed to rank pari passu with or junior or subordinated to the Convertible Debentures; or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities (including other guarantees) of the Guarantor’s subsidiaries, if such guarantee is expressed to rank pari passu with or junior or subordinated in interest to the Convertible Debentures, other than payments under the Guarantee or any Other Guarantee.

Limitations on Transactions. (a) So long as any Trust PIERS Preferred Securities remain outstanding, if (i) there shall have occurred any Event of Default under the Indenture or any event of which the Guarantor has actual knowledge that (a) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the Indenture and the certificate evidencing the Convertible Debentures Subordinated Debt Securities and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not: not (ix) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s capital stock (other than (a) purchases of the Guarantor’s capital stock in connection with employee, director or agent benefit plans and under any dividend reinvestment or stock purchase plan, (b) in connection with the reclassification of any class or series of the Guarantor’s 's capital stock or the exchange or conversion of one class or series of the Guarantor’s capital stock for or into another class or series of the Guarantor’s capital stock, (c) the payment of any dividend within 60 days after the date of the declaration of a dividend if, at the date of declaration, (x) if paid on that date, the payment of such dividend would not have been prohibited by an election to defer interest payments pursuant to the Indenture and (y) the declaration of such dividend is in accordance with the Guarantor’s dividend policy in effect immediately prior to its declaration of such dividend, (d) the purchase of fractional interests in shares of the Guarantor’s capital stock in connection with the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (e) dividends or distributions payable in the Guarantor’s capital stock, or options, warrants or rights to acquire capital stock, or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock, (f) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or issuances of stock under any such plan in the future, or redemptions or repurchases of any such rights pursuant thereto, (g) the purchase of the Guarantor’s common stock, or securities convertible or exercisable for the Guarantor’s common stock, in satisfaction of the Guarantor’s obligation under an acquisition transaction that the Guarantor has entered into prior to the beginning of such Extension Period, in an amount not greater than $10 million in the aggregate in any such Extension Period or (h) repurchases of the Guarantor’s common stock in connection with acquisitions of businesses made by the Guarantor or any of its subsidiaries (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses); (ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including Other Debentures) issued by of the Guarantor expressed to that rank pari passu with or junior or subordinated in interest to the Convertible Debentures, in each case other than through the issuance Subordinated Debt Securities or exchange of debt securities that are expressed to rank pari passu with or junior or subordinated to the Convertible Debentures; or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities (including other guarantees) of any subsidiary of the Guarantor’s subsidiaries, Guarantor if such guarantee ranks on a parity with or junior in interest to the Subordinated Debt Securities (other than (a) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Guarantor where the payment is expressed to made by way of securities (including capital stock) that rank pari passu with or junior or subordinated in interest to the Convertible Debenturessecurities on which such dividend, other than redemption, interest, principal or guarantee payment is being made, (b) any declaration of a dividend in connection with the Guarantor's shareholders' rights plan or any successor to such plan, or the issuance of capital stock of any class or series under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee, any other similar guarantee by the Guarantee Guarantor in respect of Trust Preferred Securities issued by a trust holding Subordinated Debt Securities issued under the Indenture, (d) repurchases, redemptions or other acquisitions of capital stock in connection with any benefit plans or other similar arrangements with or for the benefit of its employees, officers, directors, consultants or advisors of the Guarantor or any Other Guaranteeof its subsidiaries, (e) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one series of class of the Guarantor's capital stock for another series or class of the Guarantor's capital stock or (f) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged).

Limitations on Transactions. (a) So long as any Trust PIERS Preferred Securities remain outstanding, if (i) there shall have occurred any Event of Default under the Indenture or any event of which the Guarantor has actual knowledge that (a) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the Indenture and the certificate evidencing the Convertible Debentures Subordinated Debt Securities and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not: not (ix) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s capital stock (other than (a) purchases of the Guarantor’s capital stock in connection with employee, director or agent benefit plans and under any dividend reinvestment or stock purchase plan, (b) in connection with the reclassification of any class or series of the Guarantor’s capital stock or the exchange or conversion of one class or series of the Guarantor’s capital stock for or into another class or series of the Guarantor’s capital stock, (c) the payment of any dividend within 60 days after the date of the declaration of a dividend if, at the date of declaration, (x) if paid on that date, the payment of such dividend would not have been prohibited by an election to defer interest payments pursuant to the Indenture and (y) the declaration of such dividend is in accordance with the Guarantor’s dividend policy in effect immediately prior to its declaration of such dividend, (d) the purchase of fractional interests in shares of the Guarantor’s capital stock in connection with the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (e) dividends or distributions payable in the Guarantor’s capital stock, or options, warrants or rights to acquire capital stock, or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock, (f) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or issuances of stock under any such plan in the future, or redemptions or repurchases of any such rights pursuant thereto, (g) the purchase of the Guarantor’s common stock, or securities convertible or exercisable for the Guarantor’s common stock, in satisfaction of the Guarantor’s obligation under an acquisition transaction that the Guarantor has entered into prior to the beginning of such Extension Period, in an amount not greater than $10 million in the aggregate in any such Extension Period or (h) repurchases of the Guarantor’s common stock in connection with acquisitions of businesses made by the Guarantor or any of its subsidiaries (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses); (ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including Other Debentures) issued by of the Guarantor expressed to that rank pari passu with or junior or subordinated in interest to the Convertible Debentures, in each case other than through the issuance Subordinated Debt Securities or exchange of debt securities that are expressed to rank pari passu with or junior or subordinated to the Convertible Debentures; or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities (including other guarantees) of any subsidiary of the Guarantor’s subsidiaries, Guarantor if such guarantee ranks on a parity with or junior in interest to the Subordinated Debt Securities (other than (a) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Guarantor where the payment is expressed to made by way of securities (including capital stock) that rank pari passu with or junior or subordinated in interest to the Convertible Debenturessecurities on which such dividend, other than redemption, interest, principal or guarantee payment is being made, (b) any declaration of a dividend in connection with the Guarantor’s shareholders’ rights plan or any successor to such plan, or the issuance of capital stock of any class or series under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee, any other similar guarantee by the Guarantee Guarantor in respect of Trust Preferred Securities issued by a trust holding Subordinated Debt Securities issued under the Indenture, (d) repurchases, redemptions or other acquisitions of capital stock in connection with any benefit plans or other similar arrangements with or for the benefit of its employees, officers, directors, consultants or advisors of the Guarantor or any Other Guaranteeof its subsidiaries, (e) as a result of a reclassification of the Guarantor’s capital stock or the exchange or conversion of one series of class of the Guarantor’s capital stock for another series or class of the Guarantor’s capital stock or (f) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged).