Common use of Ministerial Action Clause in Contracts

Ministerial Action. In the case of a Company Event, the Company may also elect to cause the Convertible Debentures and, hence, the Partnership Preferred Securities to remain outstanding. If, at any time, a Trust Event shall occur and be continuing the Company shall (i) after receipt by the Company of a No Recognition Opinion with respect to the Partnership Preferred Securities and delivery of such No Recognition Opinion to the Trust, dissolve the Trust and, after satisfaction of creditors, cause the Partnership Preferred Securities held by the Property Trustee, having an aggregate stated liquidation preference equal to the aggregate stated liquidation amount of, with a distribution rate identical to the distribution rate of, and accrued and unpaid distributions equal to accrued and unpaid distributions on and having the same record date for payment as the Trust Securities, to be distributed to the holders of the Trust Securities, in liquidation of such holders' interests in the Trust, in the manner set forth in the Declaration, or (ii) after receipt by the Company of No Recognition Opinions with respect to the Partnership Preferred Securities and the Convertible Debentures and delivery of the appropriate No Recognition Opinion to each of the Trust and Citizens Capital, and following the dissolution of Citizens Capital in the manner set forth in this Agreement, dissolve the Trust, and, after satisfaction of creditors, cause the Convertible Debentures held by the General Partner, having aggregate stated principal amount equal to the aggregate stated liquidation amount of, with an interest payment rate identical to the distribution rate of and accrued and unpaid interest equal to accrued and unpaid distributions on and having the same record date for payment as the Trust Securities, to be distributed to the holders of the Trust Securities, in liquidation of such holders' interests in the Trust, in the manner set forth in the Declaration, or, in the event the Company cannot receive a No Recognition Opinion with respect to the Partnership Preferred Securities, the Company may dissolve the Trust and, after satisfaction of creditors, at the direction of the Company, as Debenture Issuer, and following the redemption, in whole or in part, of the Convertible Debentures in the manner set forth in the Indenture and the Partnership Preferred Securities in the manner set forth in this Agreement, redeem, in whole or in part, the Trust Securities in the manner set forth in the Declaration; provided that the Company and the Trust are unable to avoid such Trust Event by taking a Ministerial Action. Upon the distribution of the Partnership Preferred Securities or the Convertible Debentures in connection with a Trust Event, the Company will use its best efforts to have such Partnership Preferred Securities or Convertible Debentures, as the case may be, listed on the NYSE or, if the Trust Securities or Partnership Preferred Securities, as the case may be, are not then listed on the NYSE, such other exchange on which such Trust Securities or Partnership Preferred Securities may then be listed. If, at any time, a Rating Agency Event shall occur and be continuing the Company shall either (i) after dissolution of the Trust, if still in existence, in the manner set forth in the Declaration and after satisfaction of creditors, cause the Partnership Preferred Securities having an aggregate liquidation preference equal to the aggregate liquidation amount of the Trust Securities to be distributed to the holders of the Trust Securities in liquidation of the Trust or (ii) upon dissolution of Citizens Capital as set forth in this Agreement and after satisfaction of creditors, cause the Convertible Debentures having an aggregate principal amount equal to the aggregate liquidation preference of the Partnership Preferred Securities to be distributed to the holders of the Partnership Preferred Securities in liquidation of Citizens Capital. Upon the distribution of Partnership Preferred Securities or Convertible Debentures in connection with a Rating Agency Event, the Company will use its best efforts to have such Partnership Preferred Securities or Convertible Debentures listed on the NYSE or, if the Trust Securities or Partnership Preferred Securities, as the case may be, are not then listed on the NYSE, such other exchange on which such Trust Securities or Partnership Preferred Securities may then be listed.