Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base Indenture, the Company, at its option, may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to ten consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest at a rate equal to 7.70% per annum, to the extent permitted by applicable law. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following: (i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s Capital Stock; (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or (iii) make any guarantee payments on any guarantee of debt securities if the guarantee 11 ranks on a parity with or junior to the Junior Subordinated Notes. However, the foregoing provisions shall not prevent or restrict the Company from making: (a) purchases, redemptions or other acquisitions of its Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock; (b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of all or a portion of one class or series of its Capital Stock for another class or series of its Capital Stock; (c) the purchase of fractional interests in shares of its Capital Stock pursuant to the conversion or exchange provisions of its Capital Stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred; (d) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred; (e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; or (f) payments on the Junior Subordinated Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case that rank equal in right of payment to the Junior Subordinated Notes, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full.
Appears in 1 contract
Option to Defer Interest Payments. (a) So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base IndentureDebentures has occurred and is continuing, the CompanyCompany shall have the right, at its optionany time and from time to time, may, to defer the payment of interest on the Debentures for one or more occasionsOptional Deferral Periods of up to five consecutive years, defer payment provided that no Optional Deferral Period shall extend beyond February 27, 2054, any earlier accelerated maturity date arising from an Event of all Default or part any earlier redemption of the current Debentures.
(b) During any Optional Deferral Period, interest shall continue to accrue on the Debentures, and accrued deferred interest payments shall accrue additional interest at the then applicable interest rate on the Debentures, compounded quarterly as of each Interest Payment Date to the extent permitted by applicable law. No interest otherwise due during an Optional Deferral Period shall be due and payable on the Junior Subordinated Notes for a period Debentures until the end of up to ten consecutive years such Optional Deferral Period except upon an acceleration or redemption of the Debentures during such deferral period.
(each period, commencing on c) At the date that the first such interest payment would otherwise have been made, an “end of any Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not shall pay current all deferred interest (including compounded interest thereon) on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable Debentures to the persons Persons in whose names the Junior Subordinated Notes Debentures are registered at the close of business on the Record Date next preceding such with respect to the Interest Payment Date. Any deferred interest on Date at the Junior Subordinated Notes will accrue Additional Interest at a rate equal to 7.70% per annumend of such Optional Deferral Period.
(d) At the end of five years following the commencement of any Optional Deferral Period, to the extent permitted by applicable law. Once the Company pays shall pay all accrued and unpaid deferred interest, including compounded interest thereon, and the Company’s failure to pay all such accrued and unpaid deferred interest, including compounded interest thereon, for a period of 30 days after the conclusion of such five-year period shall result in an Event of Default giving rise to a right of acceleration. If, at the end of any Optional Deferral Period, the Company shall have paid all deferred interest payments due on the Junior Subordinated NotesDebentures, including any Additional Interest accrued on the deferred compounded interest, it shall be entitled to the Company may again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:
(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s Capital Stock;
(ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee 11 ranks on a parity with or junior to the Junior Subordinated Notes. However, the foregoing provisions shall not prevent or restrict the Company from making:
(a) purchases, redemptions or other acquisitions of its Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations Debentures pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of all or a portion of one class or series of its Capital Stock for another class or series of its Capital Stock;
(c) the purchase of fractional interests in shares of its Capital Stock pursuant to the conversion or exchange provisions of its Capital Stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(d) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;this Section 3.5.
(e) redemptionsThe Company shall give written notice of its election to commence or continue any Optional Deferral Period to the Trustee and the Holders of the Debentures at least one Business Day and not more than 60 Business Days before the next Interest Payment Date. In addition, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding the Company’s failure to pay interest on the date that Debentures on any Interest Payment Date will itself constitute the payment commencement of an Optional Deferral Period unless the Company pays such interest is deferred within five Business Days after any such Interest Payment Date, whether or not the declaration or payment thereunder Company provides a notice of a dividend or distribution of or with respect to rights in the future; or
(f) payments on the Junior Subordinated Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case that rank equal in right of payment to the Junior Subordinated Notes, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in fulldeferral.
Appears in 1 contract
Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base Indenture, the Company(a) The Company may, at its option, may, on elect at one or more occasions, times to defer payment of all or part interest on a given series of the current and accrued interest otherwise due on the Junior Subordinated Notes Notes, from time to time, for a period one or more consecutive Interest Periods (each, an “Optional Deferral Period”) of up to ten 20 consecutive years Interest Payment Periods (each period, period commencing on the date that the first such interest payment Interest Payment would otherwise have been mademade on the applicable series of Notes); provided that the Company may not elect to defer payment of interest on a given series of Notes if an Event of Default with respect to such series of Notes has occurred and is continuing; provided, an “Optional Deferral Period”). A further, that the deferral of interest payments may not end on a date other than an Interest Payment Date and may Payments cannot extend beyond the Stated Maturity maturity date of the Junior Subordinated applicable
(b) The Company may pay at any time all or any portion of the interest accrued to that point during an Optional Deferral Period. At the end of the Optional Deferral Period or on any redemption date, the Company will be obligated to pay all accrued and unpaid interest. The Company may not pay current interest on a series of Notes until it has paid all accrued interest on such series of Notes from the previous Optional Deferral Period.
(c) Once all accrued and unpaid interest on a given series of the Notes has been paid, the Company again can defer Interest Payments on that series of Notes as described above, provided that an Optional Deferral Period cannot extend beyond the maturity date of such Notes.
(d) Before the end of any Optional Deferral Period that is shorter than 20 consecutive Interest Payment Periods, the Company may elect, at its option, to extend such Optional Deferral Period, so long as the entire Optional Deferral Period does not exceed 20 consecutive Interest Payment Periods or extend beyond the maturity date of the Notes of the applicable series. The Company may also elect, at its option, to shorten the length of any Optional Deferral Period. No Optional Deferral Period (including as extended or shortened) may end on a day other than the day immediately preceding an Interest Payment Date. At the end of any Optional Deferral Period, if all amounts then due on the Notes of the applicable series, including all accrued and unpaid interest thereon (including, without limitation and to the extent permitted by applicable law, any deferred interest and any Compound Interest), are paid, the Company may elect to begin a new Optional Deferral Period; provided, however, that, without limitation of the foregoing, the Company may not begin a new Optional Deferral Period and may not pay current interest on unless the Junior Subordinated Notes until it Company has paid all accrued and unpaid interest on the Junior Subordinated Notes from of the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest at a rate equal to 7.70% per annumapplicable series (including, without limitation and to the extent permitted by applicable law. Once the Company pays all , any deferred interest payments on the Junior Subordinated Notes, including and any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring Compound Interest) from any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:
(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s Capital Stock;
(ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee 11 ranks on a parity with or junior to the Junior Subordinated Notes. However, the foregoing provisions shall not prevent or restrict the Company from making:
(a) purchases, redemptions or other acquisitions of its Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of all or a portion of one class or series of its Capital Stock for another class or series of its Capital Stock;
(c) the purchase of fractional interests in shares of its Capital Stock pursuant to the conversion or exchange provisions of its Capital Stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(d) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;previous Optional Deferral Period.
(e) redemptionsIf the Company defers interest for a period of 20 consecutive Interest Payment Periods from the commencement of an Optional Deferral Period, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that Company will be required to pay all accrued and unpaid interest at the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; or
(f) payments on the Junior Subordinated Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any conclusion of the foregoing, in each case that rank equal in right of payment to the Junior Subordinated Notes, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full.20
Appears in 1 contract
Sources: Supplemental Indenture (Centerpoint Energy Resources Corp)
Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base IndentureDebentures has occurred or is continuing, the CompanyCompany shall have the right, at its optionany time and from time to time, may, to defer the payment of interest on the Subordinated Debentures for one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period Optional Deferral Period (as defined below) of up to ten five consecutive years (each periodyears, commencing on the date provided, however, that the first such interest payment would otherwise have been made, an “no Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not Period shall extend beyond the Stated Maturity Date, any earlier accelerated maturity date arising from an Event of Default or any other earlier redemption of the Junior Subordinated Notes, and Debentures. If the Company may not has paid all deferred interest (including compounded interest thereon) on the Subordinated Debentures, the Company shall have the right to elect to begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous pursuant to this Section 1.04. During any Optional Deferral Period. Such accrued , interest shall be payable continue to accrue on the Subordinated Debentures, and deferred interest payments shall accrue additional interest at the then applicable interest rate on the Subordinated Debentures, compounded quarterly as of each Interest Payment Date to the persons extent permitted by applicable law. No interest otherwise due during an Optional Deferral Period shall be due and payable on the Subordinated Debentures until the end of such Optional Deferral Period except upon an acceleration or redemption of the debentures during such deferral period. At the end of any Optional Deferral Period, the Company shall pay all deferred interest (including compounded interest thereon) on the Subordinated Debentures to the Persons in whose names the Junior Subordinated Notes Debentures are registered at the close of business on the Regular Record Date next preceding such with respect to the Interest Payment DateDate at the end of such Optional Deferral Period. Any deferred interest on At the Junior Subordinated Notes will accrue Additional Interest at a rate equal to 7.70% per annumend of five years following the commencement of any Optional Deferral Period, to the extent permitted by applicable law. Once the Company pays shall pay all accrued and unpaid deferred interest, including compounded interest thereon, and the Company’s failure to pay all such accrued and unpaid deferred interest, including compounded interest thereon, for a period of 30 days after the conclusion of such five-year period shall result in an Event of Default giving rise to a right of acceleration. If, at the end of any Optional Deferral Period, the Company shall have paid all deferred interest payments due on the Junior Subordinated NotesDebentures, including any Additional Interest accrued on the deferred compounded interest, it shall be entitled to the Company may again defer interest payments on the Junior Subordinated Notes Debentures as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:
(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s Capital Stock;
(ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee 11 ranks on a parity with or junior to the Junior Subordinated Notes. However, the foregoing provisions shall not prevent or restrict the Company from making:
(a) purchases, redemptions or other acquisitions of its Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of all or a portion of one class or series of its Capital Stock for another class or series of its Capital Stock;
(c) the purchase of fractional interests in shares of its Capital Stock pursuant to the conversion or exchange provisions of its Capital Stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(d) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; or
(f) payments on the Junior Subordinated Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case that rank equal in right of payment to the Junior Subordinated Notes, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full.
Appears in 1 contract
Option to Defer Interest Payments. SECTION 4.1 Option to Defer Interest Payments. So long as there is no Event of Default under the Indenture with respect to the Junior Subordinated Notes under the Base Indenturethat is continuing, the Company, at its option, may, on one or more occasions, Partnership may defer payment of all or part of the current and accrued interest otherwise due payments on the Junior Subordinated Notes for a period of up to ten 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”), except that no such Optional Deferral Period may extend beyond the Stated Maturity or redemption date, if earlier, of the Notes and the Partnership may not begin a new Optional Deferral Period until it has paid all accrued interest on the Notes from the previous Optional Deferral Period. A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to During the persons in whose names Optional Deferral Period, the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will continue to accrue at the Three-Month LIBOR Rate plus 301.75 basis points (3.0175%) reset quarterly. In addition, Additional Interest on any deferred interest will accrue at a rate equal to 7.70% per annumthe Coupon Rate then applicable to the Notes, compounded quarterly, to the extent permitted by applicable law. Once Before the Company pays end of any Optional Deferral Period that is shorter than 10 consecutive years, the Partnership may extend the Optional Deferral Period, so long as the entire Optional Deferral Period does not exceed 10 consecutive years or extend beyond the Stated Maturity or Redemption Date, if earlier, of the Notes. The Partnership may also elect to shorten the length of any Optional Deferral Period. No Optional Deferral Period (including as extended or shortened) may end on a day other than the last day of a scheduled quarterly Interest Payment Period. At the end of any Optional Deferral Period, if all deferred interest payments amounts then due on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interestInterest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:
(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s Capital Stock;
(ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee 11 ranks on a parity with or junior to the Junior Subordinated Notes. Howeverhave been paid, the foregoing provisions shall not prevent or restrict the Company from making:
(a) purchases, redemptions or other acquisitions of its Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or Partnership may elect to begin a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of all or a portion of one class or series of its Capital Stock for another class or series of its Capital Stock;
(c) the purchase of fractional interests in shares of its Capital Stock pursuant to the conversion or exchange provisions of its Capital Stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(d) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; or
(f) payments on the Junior Subordinated Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case that rank equal in right of payment to the Junior Subordinated Notes, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in fullnew Optional Deferral Period.
Appears in 1 contract
Sources: First Supplemental Indenture (Energy Transfer Partners, L.P.)
Option to Defer Interest Payments. (1) So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base Indenturehas occurred and is continuing, the Company, at its option, Company may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due payments on the Junior Subordinated Notes for a period one or more Optional Deferral Periods of up to ten five consecutive years without giving rise to an Event of Default under the terms of the Notes, provided that no Optional Deferral Period shall extend beyond May 15, 2061, any earlier accelerated maturity date arising from an Event of Default or any other earlier repurchase or redemption of the Notes.
(each period, commencing on the date that the first such interest payment would otherwise have been made, an “2) During any Optional Deferral Period”). A deferral of , interest shall continue to accrue on the Notes, and deferred interest payments may not end shall accrue additional interest at the then applicable interest rate on a date other than an the Notes, compounded quarterly as of each Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest at a rate equal to 7.70% per annum, to the extent permitted by applicable law. Once During any Optional Deferral Period, the Company pays shall be prohibited from paying current interest on the Notes until all accrued and unpaid deferred interest plus any accrued interest thereon has been paid. No interest otherwise due during an Optional Deferral Period shall be due and payable on the Notes until the end of such Optional Deferral Period except upon an acceleration, repurchase or redemption of the Notes during such deferral period.
(3) At the end of five years following the commencement of any Optional Deferral Period, the Company shall pay all accrued and unpaid deferred interest, including compounded interest thereon if it has not been paid before that time. If, at the end of any Optional Deferral Period, the Company shall have paid all deferred interest payments due on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred compounded interest, it shall be entitled to the Company may again defer interest payments on the Junior Subordinated Notes as described above, but not beyond pursuant to this Section 7.1.
(4) The Company shall give written notice of its election to commence or continue any Optional Deferral Period to the Stated Maturity Trustee and the Holders of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will least two Business Days and not and its Subsidiaries shall not do any of more than 60 Business Days before the following:
(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s Capital Stock;
(ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee 11 ranks on a parity with or junior to the Junior Subordinated Notes. However, the foregoing provisions shall not prevent or restrict the Company from making:
(a) purchases, redemptions or other acquisitions of its Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of all or a portion of one class or series of its Capital Stock for another class or series of its Capital Stock;
(c) the purchase of fractional interests in shares of its Capital Stock pursuant to the conversion or exchange provisions of its Capital Stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(d) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; or
(f) payments on the Junior Subordinated Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case that rank equal in right of payment to the Junior Subordinated Notes, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in fullnext Interest Payment Date.
Appears in 1 contract
Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base Indenture, the Company, at its option, may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to ten ____ consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest at a rate equal to 7.70_____% per annum, to the extent permitted by applicable law. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. [Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:
(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s Capital Stock;
(iii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or
(iiiii) make any guarantee payments on any guarantee of debt securities if the guarantee 11 ranks on a parity with or junior to the Junior Subordinated Notes. However, the foregoing provisions shall not prevent or restrict the Company from making:
(a) purchases, redemptions or other acquisitions of its Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of all or a portion of one class or series of its Capital Stock for another class or series of its Capital Stock;
(c) the purchase of fractional interests in shares of its Capital Stock pursuant to the conversion or exchange provisions of its Capital Stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(d) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; or
(f) payments on the Junior Subordinated Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case that rank equal in right of payment to the Junior Subordinated Notes, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full.]
Appears in 1 contract
Sources: Supplemental Indenture (Scana Corp)
Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base Indenturehas occurred and is continuing, the Company, at its option, may, Company shall have the right on one or more occasionsoccasions (subject to the last sentence of this Section 4.1), to defer the payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of one or more Interest Payment Periods up to ten 40 consecutive years Interest Payment Periods (each such deferral period, commencing on the date that the first such interest payment otherwise would otherwise have been madedue, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not , provided that no Optional Deferral Period (including as extended or shortened in the manner described below) shall (i) extend beyond the Stated Maturity of the Junior Subordinated or, with respect to any Notes, and the Redemption Date applicable to such Notes, or (ii) end on a day other than the last day of an Interest Payment Period. Before the termination of any Optional Deferral Period that is shorter than 40 consecutive Interest Payment Periods, the Company may further extend such Optional Deferral Period, provided that the Optional Deferral Period as so extended, and including all prior extensions thereof, shall not begin exceed 40 consecutive Interest Payment Periods, or extend beyond the Stated Maturity or, with respect to any Notes, the Redemption Date applicable to such Notes. Subject to the limitation set forth in clause (ii) of the second immediately preceding sentence, the Company may elect to shorten the duration of any Optional Deferral Period. The Company shall give the Holders and the Trustee written notice of its election of an Optional Deferral Period or any shortening or extension thereof at least ten Business Days before the earlier of (x) the next succeeding Interest Payment Date, or (y) if the Notes are then listed on any securities exchange, the date the Company is required to give notice to such securities exchange or other applicable self-regulatory organization or to Holders of such next succeeding Interest Payment Date or of the Regular Record Date therefor. If the Company shall fail to pay interest on the Notes on any Interest Payment Date, the Company shall be deemed to have elected to defer payment of such interest for the Interest Payment Period immediately preceding such Interest Payment Date, unless the Company shall pay such interest in full within five Business Days after any such Interest Payment Date. Notwithstanding the foregoing, the failure of the Company to provide notice in accordance with the immediately preceding paragraph of its election to commence or shorten or extend any Optional Deferral Period, including any deemed election as provided in the immediately preceding sentence, shall not affect the validity of such optional deferral hereunder. During an Optional Deferral Period, interest will continue to accrue on the Notes at the Interest Rate and interest on the deferred interest will accrue at the Interest Rate, compounded quarterly, as of each Interest Payment Date occurring during such Optional Deferral Period, to the extent permitted by applicable law (the “Compound Interest”). No interest shall be due and payable during an Optional Deferral Period except at the end of such Optional Deferral Period or upon a new redemption of the Notes during such Optional Deferral Period. Any interest, including Compound Interest, so deferred during an Optional Deferral Period shall forthwith cease to be payable to the Holders on the Regular Record Date with respect to each Interest Payment Date occurring during such Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable paid to the persons Person or Persons in whose names name the Junior Subordinated Notes are registered at the close of business on the a Special Record Date next preceding such (the “Special Record Date”), which shall be the Regular Record Date with respect to the Interest Payment DateDate at the end of (that is, on the day next succeeding the conclusion of) such Optional Deferral Period. Any Upon payment by the Company of deferred interest on the Junior Subordinated Notes will accrue Additional Interest at a rate equal to 7.70% per annumNotes, to the extent permitted by applicable law. Once the Company pays all deferred interest payments on shall have the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled right to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:
(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make elect to begin a liquidation payment on any of the Company’s Capital Stock;
(ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee 11 ranks on a parity with or junior to the Junior Subordinated Notes. However, the foregoing provisions shall not prevent or restrict the Company from making:
(a) purchases, redemptions or other acquisitions of its Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations new Optional Deferral Period pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of all or a portion of one class or series of its Capital Stock for another class or series of its Capital Stock;
(c) the purchase of fractional interests in shares of its Capital Stock pursuant to the conversion or exchange provisions of its Capital Stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(d) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; or
(f) payments on the Junior Subordinated Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case that rank equal in right of payment to the Junior Subordinated Notes, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in fullthis Section 4.1.
Appears in 1 contract
Sources: First Supplemental Indenture (South Jersey Industries Inc)
Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base Indenturehas occurred and is continuing, the Company, at its option, Company may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due payments on the Junior Subordinated Notes for a period one or more Optional Deferral Periods of up to ten five consecutive years (each periodyears, commencing on provided that no Optional Deferral Period shall extend beyond May 15, 2061, any earlier accelerated maturity date arising from an Event of Default or any other earlier repurchase or redemption of the date that the first such interest payment would otherwise have been made, an “Notes. During any Optional Deferral Period”). A deferral of , interest shall continue to accrue on the Notes, and deferred interest payments may not end shall accrue additional interest at the then applicable interest rate on a date other than an the Notes, compounded quarterly as of each Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest at a rate equal to 7.70% per annum, to the extent permitted by applicable law. Once During any Optional Deferral Period, the Company pays shall be prohibited from paying current interest on the Notes until all accrued and unpaid deferred interest plus any accrued interest thereon has been paid. No interest otherwise due during an Optional Deferral Period shall be due and payable on the Notes until the end of such Optional Deferral Period except upon an acceleration, repurchase or redemption of the Notes during such deferral period. At the end of five years following the commencement of any Optional Deferral Period, the Company shall pay all accrued and unpaid deferred interest, including compounded interest thereon if it has not been paid before that time. If, at the end of any Optional Deferral Period, the Company shall have paid all deferred interest payments due on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred compounded interest, it shall be entitled to the Company may again defer interest payments on the Junior Subordinated Notes as described above, but not beyond Notes. The Company shall give written notice of its election to commence or continue any Optional Deferral Period to the Stated Maturity Trustee and the Holders of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will least two Business Days and not and its Subsidiaries shall not do any of more than 60 Business Days before the following:
(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s Capital Stock;
(ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee 11 ranks on a parity with or junior to the Junior Subordinated Notes. However, the foregoing provisions shall not prevent or restrict the Company from making:
(a) purchases, redemptions or other acquisitions of its Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of all or a portion of one class or series of its Capital Stock for another class or series of its Capital Stock;
(c) the purchase of fractional interests in shares of its Capital Stock pursuant to the conversion or exchange provisions of its Capital Stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(d) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; or
(f) payments on the Junior Subordinated Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case that rank equal in right of payment to the Junior Subordinated Notes, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in fullnext Interest Payment Date.
Appears in 1 contract
Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base Indenture, the Company, at its option, may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to ten 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest at a rate equal to 7.70% per annum, to the extent permitted by applicable lawas provided for in Section 2.5(a) above. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:
(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s Capital Stockcapital stock;
(ii) make pay any payment of principal of of, or interest or premium, if any, on or repay, repurchase or redeem any of its the Company’s debt securities that rank on a parity with equally with, or junior to to, the Junior Subordinated Notes in right of payment (including debt securities of other series issued under the Base Indenture); or
(iii) make any guarantee payments on with respect to any guarantee of debt securities indebtedness if the guarantee 11 ranks on a parity equally with or junior to the Junior Subordinated NotesNotes in right of payment. However, the foregoing provisions shall not prevent or restrict the Company from making:
(a) purchases, redemptions or other acquisitions of its Capital Stock capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stockcapital stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stockcapital stock, or the exchange or conversion of all or a portion of one class or series of its Capital Stock capital stock for another class or series of its Capital Stockcapital stock;
(c) the purchase of fractional interests in shares of its Capital Stock capital stock pursuant to the conversion or exchange provisions of its Capital Stock capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferreddeferred or with any split, reclassification or similar transaction;
(d) dividends or distributions paid or made in its Capital Stock capital stock (or rights to acquire its Capital Stockcapital stock), or repurchases, redemptions or acquisitions of Capital Stock capital stock in connection with the issuance or exchange of Capital Stock capital stock (or of securities convertible into or exchangeable for shares of its Capital Stockcapital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; or;
(f) payments on the Junior Subordinated Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case that rank equal in right of payment to the Junior Subordinated Notes, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full;
(g) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity securities; or
(h) any regularly scheduled dividend or distribution payments declared prior to the date that the applicable Optional Deferral Period commences.
Appears in 1 contract
Sources: Eighteenth Supplemental Indenture (Dominion Energy, Inc)
Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base IndentureDebentures has occurred or is continuing, the CompanyCompany shall have the right, at its optionany time and from time to time, may, to defer the payment of interest on the Subordinated Debentures for one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period Optional Deferral Period (as defined below) of up to ten five consecutive years (each periodyears, commencing on the date provided, however, that the first such interest payment would otherwise have been made, an “no Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not Period shall extend beyond the Stated Maturity Date, any earlier accelerated maturity date arising from an Event of Default or any other earlier redemption of the Junior Subordinated Notes, and Debentures. If the Company may not has paid all deferred interest (including compounded interest thereon) on the Subordinated Debentures, the Company shall have the right to elect to begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous pursuant to this Section 1.04. During any Optional Deferral Period. Such accrued , interest shall be payable continue to accrue on the Subordinated Debentures, and deferred interest payments shall accrue additional interest at the then applicable interest rate on the Subordinated Debentures, compounded semi-annually as of each Interest Payment Date to the persons extent permitted by applicable law. No interest otherwise due during an Optional Deferral Period shall be due and payable on the Subordinated Debentures until the end of such Optional Deferral Period except upon an acceleration or redemption of the Subordinated Debentures during such deferral period. At the end of any Optional Deferral Period, the Company shall pay all deferred interest (including compounded interest thereon) on the Subordinated Debentures to the Persons in whose names the Junior Subordinated Notes Debentures are registered at the close of business on the Regular Record Date next preceding such with respect to the Interest Payment DateDate at the end of such Optional Deferral Period. Any deferred interest on At the Junior Subordinated Notes will accrue Additional Interest at a rate equal to 7.70% per annumend of five years following the commencement of any Optional Deferral Period, to the extent permitted by applicable law. Once the Company pays shall pay all accrued and unpaid deferred interest, including compounded interest thereon, and the Company’s failure to pay all such accrued and unpaid deferred interest, including compounded interest thereon, for a period of 30 days after the conclusion of such five-year period shall result in an Event of Default giving rise to a right of acceleration. If, at the end of any Optional Deferral Period, the Company shall have paid all deferred interest payments due on the Junior Subordinated NotesDebentures, including any Additional Interest accrued on the deferred compounded interest, it shall be entitled to the Company may again defer interest payments on the Junior Subordinated Notes Debentures as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:
(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s Capital Stock;
(ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee 11 ranks on a parity with or junior to the Junior Subordinated Notes. However, the foregoing provisions shall not prevent or restrict the Company from making:
(a) purchases, redemptions or other acquisitions of its Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of all or a portion of one class or series of its Capital Stock for another class or series of its Capital Stock;
(c) the purchase of fractional interests in shares of its Capital Stock pursuant to the conversion or exchange provisions of its Capital Stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(d) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; or
(f) payments on the Junior Subordinated Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case that rank equal in right of payment to the Junior Subordinated Notes, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full.
Appears in 1 contract
Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base Indenture, the Company(a) The Company may, at its option, may, on elect at one or more occasions, times to defer payment of all or part interest on a given series of the current and accrued interest otherwise due on the Junior Subordinated Notes Notes, from time to time, for a period one or more consecutive Interest Periods (each, an “Optional Deferral Period”) of up to ten 20 consecutive years Interest Payment Periods (each period, period commencing on the date that the first such interest payment Interest Payment would otherwise have been mademade on the applicable series of Notes); provided that the Company may not elect to defer payment of interest on a given series of Notes if an Event of Default with respect to such series of Notes has occurred and is continuing; provided, an “Optional Deferral Period”). A further, that the deferral of interest payments may not end on a date other than an Interest Payment Date and may Payments cannot extend beyond the Stated Maturity maturity date of the Junior Subordinated applicable series of Notes or end on a day other than the day immediately preceding an Interest Payment Date.
(b) The Company may pay at any time all or any portion of the interest accrued to that point during an Optional Deferral Period. At the end of the Optional Deferral Period or on any redemption date, the Company will be obligated to pay all accrued and unpaid interest. The Company may not pay current interest on a series of Notes until it has paid all accrued interest on such series of Notes from the previous Optional Deferral Period.
(c) Once all accrued and unpaid interest on a given series of the Notes has been paid, the Company again can defer Interest Payments on that series of Notes as described above, provided that an Optional Deferral Period cannot extend beyond the maturity date of such Notes.
(d) Before the end of any Optional Deferral Period that is shorter than 20 consecutive Interest Payment Periods, the Company may elect, at its option, to extend such Optional Deferral Period, so long as the entire Optional Deferral Period does not exceed 20 consecutive Interest Payment Periods or extend beyond the maturity date of the Notes of the applicable series. The Company may also elect, at its option, to shorten the length of any Optional Deferral Period. No Optional Deferral Period (including as extended or shortened) may end on a day other than the day immediately preceding an Interest Payment Date. At the end of any Optional Deferral Period, if all amounts then due on the Notes of the applicable series, including all accrued and unpaid interest thereon (including, without limitation and to the extent permitted by applicable law, any deferred interest and any Compound Interest), are paid, the Company may elect to begin a new Optional Deferral Period; provided, however, that, without limitation of the foregoing, the Company may not begin a new Optional Deferral Period and may not pay current interest on unless the Junior Subordinated Notes until it Company has paid all accrued and unpaid interest on the Junior Subordinated Notes of the applicable series (including, without limitation and to the extent permitted by applicable law, any deferred interest and any Compound Interest) from the any previous Optional Deferral Period. Such .
(e) If the Company defers interest for a period of 20 consecutive Interest Payment Periods from the commencement of an Optional Deferral Period, the Company will be required to pay all accrued and unpaid interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close conclusion of business on the Record Date next preceding such 20 consecutive Interest Payment DatePeriods. Any deferred If the Company fails to pay in full all accrued and unpaid interest at the conclusion of the 20 consecutive Interest Payment Periods, and such failure continues for 30 days, an Event of Default that gives rise to acceleration of principal and interest on the Junior Subordinated Notes will occur under this Indenture.
(f) During an Optional Deferral Period, interest will continue to accrue Additional on the Notes of the applicable series, and deferred Interest Payments will accrue additional interest on a semi-annual basis at a rate equal to 7.70% per annumthe interest rate then-applicable to such series of Notes (including, to the extent permitted by applicable law, any Compound Interest). Once the Company pays all deferred No interest payments will be due and payable on the Junior Subordinated Notes, including any Additional Notes until the end of the Optional Deferral Period except upon a redemption of the Notes during the Optional Deferral Period. The Interest accrued Payment Date falling immediately after the last day of an Optional Deferral Period shall not be deemed to fall on a day during such Optional Deferral Period.
(g) No interest will be due or payable on the deferred interestNotes of a given series during any Optional Deferral Period, it shall be entitled except upon a redemption pursuant to again defer interest payments Section 2.06 of any Notes of such series on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid any redemption date during such optional deferral period (in which case all accrued and unpaid interest (including, to the extent permitted by applicable law, any Compound Interest) on the Notes of such series to be redeemed to, but excluding, such redemption date will be due and payable on such redemption date), or unless the principal of and interest on the Junior Subordinated Notes of such series shall have been declared due and is not deferring payable as the result of an Event of Default with respect to the Notes of such series (in which case all accrued and unpaid interest, including, to the extent permitted by applicable law, any interest payments Compound Interest, on the Junior Subordinated Notes at such timeshall become due and payable).
(h) During an Optional Deferral Period, it the Company will not, and will cause its majority-owned subsidiaries, as applicable, not and its Subsidiaries shall not do any of the followingto:
(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment distributions on any shares of the Company’s Capital Stock;
(ii) redeem, purchase, acquire or make a liquidation payment with respect to any shares of the Company’s Capital Stock;
(iii) make any payment of principal of of, or interest (to the extent such interest is deferrable) or premium, if any, on on, or repay, repurchase or redeem any of its the Company’s Indebtedness ranking on a parity with, or ranking junior to, the Notes in right of payment (including debt securities that of other series, such as the other series of Notes hereunder); or
(iv) make any payments with respect to any guarantees by the Company of any Indebtedness if such Guarantees rank on a parity with or junior to the Junior Subordinated Notes (including debt securities in right of other series issued under the Base Indenture); orpayment.
(iiii) make any guarantee payments on any guarantee of debt securities if the guarantee 11 ranks on a parity with or junior to the Junior Subordinated Notes. However, the foregoing provisions of Section 4.01(h) shall not prevent or restrict the Company from making:
(ai) purchases, redemptions or other acquisitions of its the Company’s Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or purchase, dividend reinvestment or similar plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its the Company’s Capital Stock;
(bii) any payment, repayment, redemption, purchase, acquisition or declaration of a dividend described in clause (ih)(i) above as a result of a reclassification of its the Company’s Capital Stock, or the exchange or conversion of all or a portion of one class or series of its the Company’s Capital Stock for another class or series of its the Company’s Capital Stock;
(ciii) the purchase of fractional interests in shares of its the Company’s Capital Stock pursuant to the conversion or exchange provisions of its the Company’s Capital Stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(div) dividends declaration or making of dividends, payments or distributions paid or made payable in its the Company’s Capital Stock (or rights to acquire its the Company’s Capital Stock), or repurchasespurchases, redemptions or acquisitions of the Company’s Capital Stock in connection with the issuance or exchange of the Company’s Capital Stock (or of securities convertible into or exchangeable for shares of its the Company’s Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(ev) redemptions, exchanges exchanges, acquisitions or repurchases of, or with respect to, (A) any rights outstanding under any employment contract, incentive plan, benefit plan or similar arrangement of the Company or any of its subsidiaries or (B) in connection with a shareholder rights plan dividend reinvestment or stock purchase plan, in each case outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future;
(vi) implementation of a shareholders rights plan, or issuance of rights, stock or other property under such plan, or redemption, repurchase of otherwise acquisition of any such rights pursuant thereto; or
(fvii) payments settling conversions of any convertible notes that rank equally with the Notes.
(j) In the event that the Company elects to defer any Interest Payment, the Company shall notify the Trustee and the Holders in writing of such election at least one Business Day prior to the Regular Record Date for the Interest Payment Date on which the Junior Subordinated NotesCompany intends to begin an Optional Deferral Period; provided, however, that the Company’s failure to pay the interest owed on a particular Interest Payment Date shall also constitute the commencement of an Optional Deferral Period, unless such interest is paid within five Business Days after such Interest Payment Date, whether or not the Company provides a notice of deferral.
(k) In the event that the Company elects to defer any trust preferred securitiesInterest Payment, subordinated debenturesthe Company will give DTC, junior subordinated debentures or junior subordinated notesthe Holders of the Notes of the applicable series and the Trustee written notice of its election of, or any guarantees shortening or extension of, an Optional Deferral Period at least 15 Business Days prior to the earlier of (1) each next succeeding Interest Payment Date or (2) the date upon which the Company is required to give notice to any applicable self-regulatory organization or to Holders of the foregoingNotes of the applicable series of the next succeeding Interest Payment Date or the regular record date therefor. The record date for the payment of deferred interest and, in each case that rank equal in right of payment to the Junior Subordinated Notesextent permitted by applicable law, so long as any compound interest payable on the amount Interest Payment Date immediately following the last day of payments made on account of an optional deferral period will be the regular record date with respect to such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in fullInterest Payment Date.
Appears in 1 contract
Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base Indenture, the Company, at its option, may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to ten 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest at a rate equal to 7.70% per annum, to the extent permitted by applicable lawas provided for in Section 2.5(a) above. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:
(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s Capital Stockcapital stock;
(ii) make any payment of principal of of, or interest or premium, if any, on or repay, repurchase or redeem any of its the Company’s debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee 11 ranks on a parity with or junior to the Junior Subordinated Notes. However, the foregoing provisions shall not prevent or restrict the Company from making:
(a) purchases, redemptions or other acquisitions of its Capital Stock capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stockcapital stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stockcapital stock, or the exchange or conversion of all or a portion of one class or series of its Capital Stock capital stock for another class or series of its Capital Stockcapital stock;
(c) the purchase of fractional interests in shares of its Capital Stock capital stock pursuant to the conversion or exchange provisions of its Capital Stock capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferreddeferred or with any split, reclassification or similar transaction;
(d) dividends or distributions paid or made in its Capital Stock capital stock (or rights to acquire its Capital Stockcapital stock), or repurchases, redemptions or acquisitions of Capital Stock capital stock in connection with the issuance or exchange of Capital Stock capital stock (or of securities convertible into or exchangeable for shares of its Capital Stockcapital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; or;
(f) payments on the Junior Subordinated Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case that rank equal in right of payment to the Junior Subordinated Notes, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full;
(g) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity securities; or
(h) make any regularly scheduled dividend or distribution payments declared prior to the date that the applicable Optional Deferral Period commences.
Appears in 1 contract
Sources: Tenth Supplemental Indenture (Dominion Resources Inc /Va/)
Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base Indenture, the Company(a) The Company may, at its option, may, on elect at one or more occasions, times to defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes Notes, from time to time, for a period one or more consecutive Interest Periods (each, an “Optional Deferral Period”) of up to ten 20 consecutive years Interest Payment Periods (each period, period commencing on the date that the first such interest payment Interest Payment would otherwise have been mademade on the Notes); provided that the Company may not elect to defer payment of interest on the Notes if an Event of Default with respect to the Notes has occurred and is continuing; provided, an “Optional Deferral Period”). A further, that the deferral of interest payments may not end on a date other than an Interest Payment Date and may Payments cannot extend beyond the Stated Maturity Date or end on a day other than the day immediately preceding an Interest Payment Date.
(b) The Company may pay at any time all or any portion of the Junior Subordinated interest accrued to that point during an Optional Deferral Period. At the end of the Optional Deferral Period or on any redemption date, the Company will be obligated to pay all accrued and unpaid interest. The Company may not pay current interest on the Notes until it has paid all accrued interest on the Notes from the previous Optional Deferral Period.
(c) Once all accrued and unpaid interest on the Notes has been paid, the Company again can defer Interest Payments on the Notes as described above, provided that an Optional Deferral Period cannot extend beyond the Maturity Date of the Notes.
(d) Before the end of any Optional Deferral Period that is shorter than 20 consecutive Interest Payment Periods, the Company may elect, at its option, to extend such Optional Deferral Period, so long as the entire Optional Deferral Period does not exceed 20 consecutive Interest Payment Periods or extend beyond the Maturity Date. The Company may also elect, at its option, to shorten the length of any Optional Deferral Period. No Optional Deferral Period (including as extended or shortened) may end on a day other than the day immediately preceding an Interest Payment Date. At the end of any Optional Deferral Period, if all amounts then due on the Notes, including all accrued and unpaid interest thereon (including, without limitation and to the extent permitted by applicable law, any deferred interest and any Compound Interest), are paid, the Company may elect to begin a new Optional Deferral Period; provided, however, that, without limitation of the foregoing, the Company may not begin a new Optional Deferral Period and may not pay current interest on unless the Junior Subordinated Notes until it Company has paid all accrued and unpaid interest on the Junior Subordinated Notes (including, without limitation and to the extent permitted by applicable law, any deferred interest and any Compound Interest) from the any previous Optional Deferral Period. Such .
(e) If the Company defers interest for a period of 20 consecutive Interest Payment Periods from the commencement of an Optional Deferral Period, the Company will be required to pay all accrued and unpaid interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close conclusion of business on the Record Date next preceding such 20 consecutive Interest Payment DatePeriods. Any deferred If the Company fails to pay in full all accrued and unpaid interest at the conclusion of the 20 consecutive Interest Payment Periods, and such failure continues for 30 days, an Event of Default that gives rise to acceleration of principal and interest on the Junior Subordinated Notes will occur under this Indenture.
(f) During an Optional Deferral Period, interest will continue to accrue Additional on the Notes, and deferred Interest Payments will accrue additional interest on a semi-annual basis at a rate equal to 7.70% per annumthe interest rate then-applicable to the Notes (including, to the extent permitted by applicable law, any Compound Interest). Once the Company pays all deferred No interest payments will be due and payable on the Junior Subordinated Notes, including any Additional Notes until the end of the Optional Deferral Period except upon a redemption of the Notes during the Optional Deferral Period. The Interest accrued Payment Date falling immediately after the last day of an Optional Deferral Period shall not be deemed to fall on a day during such Optional Deferral Period.
(g) No interest will be due or payable on the deferred interestNotes during any Optional Deferral Period, it shall be entitled except upon a redemption pursuant to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity Section 2.06 of the Junior Subordinated Notes. Unless the Company has paid Notes on any redemption date during such optional deferral period (in which case all accrued and unpaid interest (including, to the extent permitted by applicable law, any Compound Interest) on the Notes to be redeemed to, but excluding, such redemption date will be due and payable on such redemption date), or unless the principal of and interest on the Junior Subordinated Notes shall have been declared due and is not deferring payable as the result of an Event of Default with respect to the Notes (in which case all accrued and unpaid interest, including, to the extent permitted by applicable law, any interest payments Compound Interest, on the Junior Subordinated Notes at such timeshall become due and payable).
(h) During an Optional Deferral Period, it the Company will not, and will cause its majority-owned subsidiaries, as applicable, not and its Subsidiaries shall not do any of the followingto:
(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment distributions on any shares of the Company’s Capital Stock;
(ii) redeem, purchase, acquire or make a liquidation payment with respect to any shares of the Company’s Capital Stock;
(iii) make any payment of principal of of, or interest (to the extent such interest is deferrable) or premium, if any, on on, or repay, repurchase or redeem any of its the Company’s Indebtedness ranking on a parity with, or ranking junior to, the Notes in right of payment (including debt securities that of other series); or
(iv) make any payments with respect to any guarantees by the Company of any Indebtedness if such Guarantees rank on a parity with or junior to the Junior Subordinated Notes (including debt securities in right of other series issued under the Base Indenture); orpayment.
(iiii) make any guarantee payments on any guarantee of debt securities if the guarantee 11 ranks on a parity with or junior to the Junior Subordinated Notes. However, the foregoing provisions of Section 4.01(h) shall not prevent or restrict the Company from making:
(ai) purchases, redemptions or other acquisitions of its the Company’s Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or purchase, dividend reinvestment or similar plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its the Company’s Capital Stock;
(bii) any payment, repayment, redemption, purchase, acquisition or declaration of a dividend described in clause (ih)(i) above as a result of a reclassification of its the Company’s Capital Stock, or the exchange or conversion of all or a portion of one class or series of its the Company’s Capital Stock for another class or series of its the Company’s Capital Stock;
(ciii) the purchase of fractional interests in shares of its the Company’s Capital Stock pursuant to the conversion or exchange provisions of its the Company’s Capital Stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(div) dividends declaration or making of dividends, payments or distributions paid or made payable in its the Company’s Capital Stock (or rights to acquire its the Company’s Capital Stock), or repurchasespurchases, redemptions or acquisitions of the Company’s Capital Stock in connection with the issuance or exchange of the Company’s Capital Stock (or of securities convertible into or exchangeable for shares of its the Company’s Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(ev) redemptions, exchanges exchanges, acquisitions or repurchases of, or with respect to, (A) any rights outstanding under any employment contract, incentive plan, benefit plan or similar arrangement of the Company or any of its subsidiaries or (B) in connection with a shareholder rights plan dividend reinvestment or stock purchase plan, in each case outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future;
(vi) implementation of a shareholders rights plan, or issuance of rights, stock or other property under such plan, or redemption, repurchase of otherwise acquisition of any such rights pursuant thereto; or
(fvii) payments settling conversions of any convertible notes that rank equally with the Notes.
(j) In the event that the Company elects to defer any Interest Payment, the Company shall notify the Trustee and the Holders in writing of such election at least one Business Day prior to the Regular Record Date for the Interest Payment Date on which the Junior Subordinated NotesCompany intends to begin an Optional Deferral Period; provided, however, that the Company’s failure to pay the interest owed on a particular Interest Payment Date shall also constitute the commencement of an Optional Deferral Period, unless such interest is paid within five Business Days after such Interest Payment Date, whether or not the Company provides a notice of deferral.
(k) In the event that the Company elects to defer any trust preferred securitiesInterest Payment, subordinated debenturesthe Company will give DTC, junior subordinated debentures or junior subordinated notesthe Holders of the Notes and the Trustee written notice of its election of, or any guarantees shortening or extension of, an Optional Deferral Period at least 15 Business Days prior to the earlier of (1) each next succeeding Interest Payment Date or (2) the date upon which the Company is required to give notice to any applicable self-regulatory organization or to Holders of the foregoingNotes of the next succeeding Interest Payment Date or the regular record date therefor. The record date for the payment of deferred interest and, in each case that rank equal in right of payment to the Junior Subordinated Notesextent permitted by applicable law, so long as any compound interest payable on the amount Interest Payment Date immediately following the last day of payments made on account of an optional deferral period will be the regular record date with respect to such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in fullInterest Payment Date.
Appears in 1 contract
Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base Indenture, the Company, at its option, may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to ten 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated NotesNotes (October 1, 2054), and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest at a rate equal to 7.70% per annumthe Coupon Rate then applicable to the Junior Subordinated Notes, to the extent permitted by applicable law. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:
(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s Capital Stockcapital stock;
(ii) make any payment of principal of of, or interest or premium, if any, on or repay, repurchase or redeem any of its the Company’s debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee 11 ranks on a parity with or junior to the Junior Subordinated Notes. However, the foregoing provisions shall not prevent or restrict the Company from making:
(a) purchases, redemptions or other acquisitions of its Capital Stock capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stockcapital stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stockcapital stock, or the exchange or conversion of all or a portion of one class or series of its Capital Stock capital stock for another class or series of its Capital Stockcapital stock;
(c) the purchase of fractional interests in shares of its Capital Stock capital stock pursuant to the conversion or exchange provisions of its Capital Stock capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferreddeferred or with any split, reclassification or similar transaction;
(d) dividends or distributions paid or made in its Capital Stock capital stock (or rights to acquire its Capital Stockcapital stock), or repurchases, redemptions or acquisitions of Capital Stock capital stock in connection with the issuance or exchange of Capital Stock capital stock (or of securities convertible into or exchangeable for shares of its Capital Stockcapital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; or;
(f) payments on the Junior Subordinated Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case that rank equal in right of payment to the Junior Subordinated Notes, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full;
(g) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity securities; or
(h) make any regularly scheduled dividend or distribution payments declared prior to the date that the applicable Optional Deferral Period commences.
Appears in 1 contract
Sources: Seventh Supplemental Indenture (Dominion Resources Inc /Va/)
Option to Defer Interest Payments. So Pursuant to Section 3.09 of the Indenture, so long as there is no Event of Default has occurred and is continuing with respect to the Junior Subordinated Notes under the Base IndentureDebentures, the CompanyCorporation shall have a right to defer quarterly interest payments on the Debentures, at its optionfrom time to time, may, on for one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period periods (“Optional Deferral Periods”) of up to ten 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “per Optional Deferral Period”). A However, a deferral of interest payments may not end on a date other than an Interest Payment Date and may cannot extend beyond the Stated Maturity Date of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Debentures. During an Optional Deferral Period. Such accrued , interest shall be payable will continue to the persons in whose names the Junior Subordinated Notes are registered at the close of business accrue on the Record Date next preceding such Interest Payment Date. Any Debentures, compounded quarterly and deferred interest on the Junior Subordinated Notes payments will accrue Additional Interest additional interest at a rate equal to 7.70% per annumthe interest rate on the Debentures, to the extent permitted by applicable law. Once the Company pays all deferred No interest payments will be due and payable on the Junior Subordinated NotesDebentures until the end of the Optional Deferral Period except upon a redemption of the Debentures during the Optional Deferral Period. The Corporation may pay at any time all or any portion of the interest accrued to that point during an Optional Deferral Period. At the end of the Optional Deferral Period or on any redemption date, including any Additional Interest the Corporation will be obligated to pay all accrued and unpaid interest. Once all accrued and unpaid interest on the deferred interestDebentures has been paid, it shall be entitled to the Corporation again can defer interest payments on the Junior Subordinated Notes Debentures as described above, but provided that an Optional Deferral Period cannot extend beyond the Stated Maturity Date of the Junior Subordinated NotesDebentures. Unless If the Company has paid Corporation defers interest for a period of 10 consecutive years from the commencement of an Optional Deferral Period, the Corporation will be required to pay all accrued and payable unpaid interest at the conclusion of the 10-year period. If the Corporation fails to pay in full all accrued and unpaid interest at the conclusion of the 10-year period and such failure continues for 30 days, an Event of Default that gives rise to acceleration of principal and interest on the Junior Subordinated Notes and is not deferring Debentures will occur under the Indenture. During any period in which the Corporation defers interest payments on the Junior Subordinated Notes at such timeDebentures, it the Corporation will not, and will cause its majority-owned subsidiaries not and its Subsidiaries shall not to, do any of the following:
(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s Capital Stock;
(ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee 11 ranks on a parity with or junior to the Junior Subordinated Notes. However, the foregoing provisions shall not prevent or restrict the Company from making:
(a) purchases, redemptions or other acquisitions of its Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of all or a portion of one class or series of its Capital Stock for another class or series of its Capital Stock;
(c) the purchase of fractional interests in shares of its Capital Stock pursuant to the conversion or exchange provisions of its Capital Stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(d) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; or
(f) payments on the Junior Subordinated Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case that rank equal in right of payment to the Junior Subordinated Notes, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full.
Appears in 1 contract
Sources: First Supplemental Indenture (Constellation Energy Group Inc)
Option to Defer Interest Payments. (a) So long as there is no Event of Default has occurred and is continuing with respect to the Junior Subordinated Notes under the Base IndentureNotes, the CompanyIssuers may, at its their option, may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to ten 20 consecutive years semi-annual Interest Payment Periods (each period, such period commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”).
(b) During any Optional Deferral Period, interest on the Notes will continue to accrue at the then-applicable interest rate on the Notes (as reset from time to time on any Reset Date occurring during such Optional Deferral Period in accordance with the terms of the Notes and this Indenture). In addition, during any Optional Deferral Period, interest on the deferred interest will accrue at the then-applicable interest rate on the Notes (as reset from time to time on any Reset Date occurring during such Optional Deferral Period in accordance with the terms of the Notes and this Indenture), compounded semi-annually, to the extent permitted by applicable law. The Trustee shall not be responsible for determining the deferred interest or interest on the deferred interest during any Optional Deferral Period.
(c) A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity Date of the Junior Subordinated Notes, and the Company Issuers may not begin a new Optional Deferral Period Period, and may not pay current interest on the Junior Subordinated Notes Notes, until it has the Issuers have paid all accrued interest on the Junior Subordinated Notes Notes, including any additional interest thereon accrued on the deferred interest, from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest at a rate equal to 7.70% per annum, to the extent permitted by applicable law. Once the Company pays Issuers pay all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest additional interest accrued on the deferred interest, it shall be entitled to the Issuers may again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity Date of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:
(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s Capital Stock;
(ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee 11 ranks on a parity with or junior to the Junior Subordinated Notes. However, the foregoing provisions shall not prevent or restrict the Company from making:
(a) purchases, redemptions or other acquisitions of its Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of all or a portion of one class or series of its Capital Stock for another class or series of its Capital Stock;
(c) the purchase of fractional interests in shares of its Capital Stock pursuant to the conversion or exchange provisions of its Capital Stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;.
(d) dividends or distributions paid or made in its Capital Stock (or rights The Issuers will give the Trustee written notice of their election to acquire its Capital Stock)begin an Optional Deferral Period no later than the Business Day immediately preceding the Record Date for the next Interest Payment Date, or repurchases, redemptions or acquisitions which notice shall contain an instruction for the Trustee to forward such notice to the Holders of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;Notes.
(e) redemptions, exchanges or repurchases of, or with respect to, The Issuers’ failure to pay interest on any rights outstanding under a shareholder rights plan outstanding on Interest Payment Date will itself constitute the date that the payment commencement of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or an Optional Deferral Period with respect to rights in the future; or
(f) payments on Notes unless the Junior Subordinated NotesIssuers pay such interest within five Business Days after the Interest Payment Date, any trust preferred securities, subordinated debentures, junior subordinated debentures whether or junior subordinated notes, or any guarantees not the Issuers provide a notice of any of the foregoing, in each case that rank equal in right of payment to the Junior Subordinated Notes, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in fulldeferral.
Appears in 1 contract
Sources: Eighth Supplemental Indenture (AerCap Holdings N.V.)
Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base Indenturehas occurred and is continuing, the CompanyCompany may, at its option, maydefer interest payments on the Notes, on from time to time, for one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period deferral periods of up to ten 20 consecutive years Interest Payment Periods (each such deferral period, commencing on the interest payment date that on which the first such deferred interest payment otherwise would otherwise have been made, an “Optional Deferral Period”). A deferral , except that no such Optional Deferral Period may extend beyond the Maturity Date of interest payments may not the Notes or end on a date day other than the day immediately preceding an interest payment date. During any Optional Deferral Period, interest on the Notes will continue to accrue at the then-applicable interest rate on the Notes (as reset from time to time on any Reset Date occurring during such Optional Deferral Period in accordance with the terms of the Notes). In addition, during any Optional Deferral Period, interest on the deferred interest (“compound interest”) will accrue at the then-applicable interest rate on the Notes (as reset from time to time on any Reset Date occurring during such Optional Deferral Period in accordance with the terms of the Notes), compounded semi-annually, to the extent permitted by applicable law. No interest will be due or payable on the Notes during an Optional Deferral Period, except upon a redemption of any Notes on any redemption date during such Optional Deferral Period (in which case all accrued and unpaid interest (including, to the extent permitted by applicable law, any compound interest) on the Notes to be redeemed to, but excluding, such redemption date will be due and payable on such redemption date), or unless the principal of and interest on the Notes shall have been declared due and payable as the result of an Event of Default with respect to the Notes (in which case all accrued and unpaid interest, including, to the extent permitted by applicable law, any compound interest, on the Notes shall become due and payable). All references in the Notes and, insofar as relates to the Notes, this Supplemental Indenture No. 4, to “interest” on the Notes shall be deemed to include any such deferred interest and, to the extent permitted by applicable law, any compound interest, unless otherwise expressly stated or the context otherwise requires. Before the end of any Optional Deferral Period that is shorter than 20 consecutive Interest Payment Date and Periods, the Company may elect, at its option, to extend such Optional Deferral Period, so long as the entire Optional Deferral Period does not exceed 20 consecutive Interest Payment Periods or extend beyond the Stated Maturity Date of the Junior Subordinated Notes. The Company may also elect, at its option, to shorten the length of any Optional Deferral Period. No Optional Deferral Period (including as extended or shortened) may end on a day other than the day immediately preceding an interest payment date. At the end of any Optional Deferral Period, if all amounts then due on the Notes, including all accrued and unpaid interest thereon (including, without limitation and to the extent permitted by applicable law, any compound interest), are paid, the Company may elect to begin a new Optional Deferral Period; provided, however, that, without limitation of the foregoing, the Company may not begin a new Optional Deferral Period and may not pay current interest on unless the Junior Subordinated Notes until it Company has paid all accrued and unpaid interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest at a rate equal to 7.70% per annum(including, without limitation and to the extent permitted by applicable law. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:
(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s Capital Stock;
(ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee 11 ranks on a parity with or junior to the Junior Subordinated Notes. However, the foregoing provisions shall not prevent or restrict the Company from making:
(a) purchases, redemptions or other acquisitions of its Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of all or a portion of one class or series of its Capital Stock for another class or series of its Capital Stock;
(c) the purchase of fractional interests in shares of its Capital Stock pursuant to the conversion or exchange provisions of its Capital Stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(d) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; or
(fcompound interest) payments on the Junior Subordinated Notes, from any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case that rank equal in right of payment to the Junior Subordinated Notes, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in fullprevious Optional Deferral Periods.
Appears in 1 contract
Option to Defer Interest Payments. Section 401 Option to Defer Interest Payments.
(a) So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base Indenturehas occurred and is continuing, the CompanyCompany may elect, at its option, may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to ten consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a any date other than an Interest Payment Date and Date, to defer the interest payable on the Notes on one or more occasions for for up to five consecutive years (each, a “Deferral Period”). There is no limit on the number of Deferral Periods that may occur. Such deferral shall not extend beyond constitute an Event of Default or any other breach under the Stated Maturity Subordinated Indenture or the Notes. Deferred interest shall accrue at the then-applicable interest rate for the Notes (as reset from time to time in accordance with the terms of the Junior Subordinated Notes), and the Company may not begin a new Optional Deferral Period and may not pay current interest compounding on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such each applicable subsequent Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest at a rate equal to 7.70% per annum, until paid, to the extent permitted by applicable law. Once A Deferral Period with respect to the Notes terminates on any Interest Payment Date where the Company pays all deferred accrued and unpaid interest payments on the Junior Subordinated Notes, (including any Additional Interest accrued on the deferred interest, it as applicable) in respect of the Notes on such date. No Deferral Period may extend beyond the Maturity Date and, for greater certainty, all accrued and unpaid interest (including deferred interest, as applicable, to the extent permitted by law) in respect of the Notes shall be entitled to again defer interest payments due and payable on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity Date or any date fixed for redemption of the Junior Subordinated Notes. , as applicable.
(b) Unless the Company has paid all accrued and interest that has been deferred or is then payable interest on the Junior Subordinated Notes and is not deferring any interest payments on Notes, neither the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of Guarantor nor the followingCompany shall:
(i) declare any dividend on the Dividend Restricted Shares or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment interest on any of the Company’s Capital StockJunior Parity Indebtedness;
(ii) make redeem, purchase or otherwise retire any payment of principal of Dividend Restricted Shares or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture)Parity Indebtedness; or
(iii) make any guarantee payments on payment to holders of, or in respect of, any guarantee of debt securities if the guarantee 11 ranks on a parity with Dividend Restricted Shares or junior to any of the Junior Subordinated Notes. HoweverParity Indebtedness in respect of dividends not declared or paid on such Dividend Restricted Shares or interest not paid on such Junior Parity Indebtedness, respectively.
(c) Notwithstanding the forgoing provisions of Section 401(b), during a Deferral Period, the foregoing provisions shall not prevent or restrict Company and the Company from makingGuarantor may:
(ai) purchasesdeclare and pay dividends or distributions payable solely in common shares in the capital of the Company or the Guarantor, redemptions together with cash in lieu of any fractional shares, or other acquisitions options, warrants or rights to subscribe for or purchase common shares in the capital of its Capital Stock in connection with any employment contractthe Company or the Guarantor;
(ii) redeem, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment planotherwise retire any Dividend Restricted Shares out of the net cash proceeds of a substantially concurrent issue of Dividend Restricted Shares;
(iii) redeem, purchase or the satisfaction of its obligations otherwise retire any Dividend Restricted Shares or rights to subscribe for Dividend Restricted Shares pursuant to any contract purchase obligation, sinking fund, retraction privilege or security outstanding on the date that the payment mandatory redemption provisions attaching to any series of interest is deferred requiring it to purchase, redeem Dividend Restricted Shares or acquire its Capital Stocksuch rights if under a shareholders rights plan;
(biv) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stock, reclassify the Company’s or the Guarantor’s Dividend Restricted Shares or exchange or conversion of all or a portion of one class or series of its Capital Stock convert Dividend Restricted Shares for another class or series of its Capital Stockthe Company’s or the Guarantor’s share capital;
(cv) the purchase of fractional interests in shares of its Capital Stock Dividend Restricted Shares pursuant to the conversion or exchange provisions of its Capital Stock such Dividend Restricted Shares or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(dvi) dividends purchase, acquire or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock withhold Dividend Restricted Shares in connection with the issuance or exchange delivery by the Company or the Guarantor of Capital Stock (Dividend Restricted Shares under any dividend reinvestment plan or of securities convertible into related to any employment contract, incentive plan, benefit plan or exchangeable other similar arrangement for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on Company’s or the date that the payment of interest is deferredGuarantor’s directors, officers, employees, consultants or advisors;
(evii) redemptions, exchanges declare and pay any dividend on any Dividend Restricted Shares of the Company to the extent owned directly or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on indirectly by the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the futureGuarantor; or
(fviii) payments on the Junior Subordinated Notesredeem, purchase or otherwise retire any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any Dividend Restricted Shares of the foregoing, in each case that rank equal in right of payment Company to the Junior Subordinated Notes, so long as extent owned directly or indirectly by the amount Guarantor.
(d) the Company shall give the Holders of payments made on account the Notes written notice of such securities its election to commence or guarantees is paid on all such securities continue a Deferral Period at least 10 and guarantees then outstanding on a pro rata basis in proportion to not more than 60 days before the full payment to which each series of such securities and guarantees is then entitled if paid in fullnext Interest Payment Date.
Appears in 1 contract
Option to Defer Interest Payments. (a) So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base Indenturehas occurred and is continuing, the Company, at its option, Company may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due payments on the Junior Subordinated Notes for a period one or more Optional Deferral Periods of up to ten five consecutive years years, provided that no Optional Deferral Period shall extend beyond April 1, 2061, any earlier accelerated maturity date arising from an Event of Default or any other earlier repurchase or redemption of the Notes.
(each period, commencing on the date that the first such interest payment would otherwise have been made, an “b) During any Optional Deferral Period”). A deferral of , interest shall continue to accrue on the Notes, and deferred interest payments may not end shall accrue additional interest at the then applicable interest rate on a date other than an the Notes, compounded quarterly as of each Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest at a rate equal to 7.70% per annum, to the extent permitted by applicable law. Once During any Optional Deferral Period, the Company pays shall be prohibited from paying current interest on the Notes until all accrued and unpaid deferred interest plus any accrued interest thereon has been paid. No interest otherwise due during an Optional Deferral Period shall be due and payable on the Notes until the end of such Optional Deferral Period except upon an acceleration, repurchase or redemption of the Notes during such deferral period.
(c) At the end of five years following the commencement of any Optional Deferral Period, the Company shall pay all accrued and unpaid deferred interest, including compounded interest thereon if it has not been paid before that time. If, at the end of any Optional Deferral Period, the Company shall have paid all deferred interest payments due on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred compounded interest, it shall be entitled to the Company may again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:
(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s Capital Stock;
(ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee 11 ranks on a parity with or junior to the Junior Subordinated Notes. However, the foregoing provisions shall not prevent or restrict the Company from making:
(a) purchases, redemptions or other acquisitions of its Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of all or a portion of one class or series of its Capital Stock for another class or series of its Capital Stock;
(c) the purchase of fractional interests in shares of its Capital Stock pursuant to the conversion or exchange provisions of its Capital Stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;this Section 7.01.
(d) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares The Company shall give written notice of its Capital Stock) election to commence or continue any Optional Deferral Period to the Trustee and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; or
(f) payments on the Junior Subordinated Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any Holders of the foregoing, in each case that rank equal in right of payment to Notes at least one Business Day and not more than 60 Business Days before the Junior Subordinated Notes, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in fullnext Interest Payment Date.
Appears in 1 contract
Option to Defer Interest Payments. (a) So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base IndentureDebentures has occurred and is continuing, the CompanyCompany shall have the right, at its optionany time and from time to time, may, to defer the payment of interest on the Debentures for one or more occasionsOptional Deferral Periods of up to five consecutive years, defer payment provided that no Optional Deferral Period shall extend beyond March 30, 2053, any earlier accelerated maturity date arising from an Event of all Default or part any other earlier redemption of the current Debentures.
(b) During any Optional Deferral Period, interest shall continue to accrue on the Debentures, and accrued deferred interest payments shall accrue additional interest at the then applicable interest rate on the Debentures, compounded quarterly as of each Interest Payment Date to the extent permitted by applicable law. No interest otherwise due during an Optional Deferral Period shall be due and payable on the Junior Subordinated Notes for a period Debentures until the end of up to ten consecutive years such Optional Deferral Period except upon an acceleration or redemption of the Debentures during such deferral period.
(each period, commencing on c) At the date that the first such interest payment would otherwise have been made, an “end of any Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not shall pay current all deferred interest (including compounded interest thereon) on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable Debentures to the persons Persons in whose names the Junior Subordinated Notes Debentures are registered at the close of business on the Regular Record Date next preceding such with respect to the Interest Payment Date. Any deferred interest on Date at the Junior Subordinated Notes will accrue Additional Interest at a rate equal to 7.70% per annumend of such Optional Deferral Period.
(d) At the end of five years following the commencement of any Optional Deferral Period, to the extent permitted by applicable law. Once the Company pays shall pay all accrued and unpaid deferred interest, including compounded interest thereon, and the Company’s failure to pay all such accrued and unpaid deferred interest, including compounded interest thereon, for a period of 30 days after the conclusion of such five-year period shall result in an Event of Default giving rise to a right of acceleration. If, at the end of any Optional Deferral Period, the Company shall have paid all deferred interest payments due on the Junior Subordinated NotesDebentures, including any Additional Interest accrued on the deferred compounded interest, it shall be entitled to the Company may again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:
(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s Capital Stock;
(ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee 11 ranks on a parity with or junior to the Junior Subordinated Notes. However, the foregoing provisions shall not prevent or restrict the Company from making:
(a) purchases, redemptions or other acquisitions of its Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations Debentures pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of all or a portion of one class or series of its Capital Stock for another class or series of its Capital Stock;
(c) the purchase of fractional interests in shares of its Capital Stock pursuant to the conversion or exchange provisions of its Capital Stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(d) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;this Section 3.05.
(e) redemptionsThe Company shall give written notice of its election to commence or continue any Optional Deferral Period to the Trustee and the Holders of the Debentures at least one Business Day and not more than 60 Business Days before the next Interest Payment Date. In addition, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding the Company’s failure to pay interest on the date that Debentures on any Interest Payment Date will itself constitute the payment commencement of an Optional Deferral Period unless the Company pays such interest is deferred within five Business Days after any such Interest Payment Date, whether or not the declaration or payment thereunder Company provides a notice of a dividend or distribution of or with respect to rights in the future; or
(f) payments on the Junior Subordinated Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case that rank equal in right of payment to the Junior Subordinated Notes, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in fulldeferral.
Appears in 1 contract
Sources: First Supplemental Indenture (Hanover Insurance Group, Inc.)
Option to Defer Interest Payments. So long as there is no Event of Default with respect to We will have the Junior Subordinated Notes right under the Base Indenturesubordinated indenture to defer, and will defer if directed to do so by any then applicable regulatory authority, the Company, at its option, may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to ten consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid junior subordinated debentures at any time or from time to time. We may not defer interest payments for any period of time that (i) exceeds 20 consecutive interest payment dates (or the equivalent if interest periods are not at the time quarterly), or (ii) extends beyond the stated maturity date or any redemption date of the junior subordinated debentures. Any deferral period must end on an interest payment date. Prior to the termination of any deferral period, we may extend such deferral period, provided such extended deferral period complies with these limitations. No interest will be due and payable during a deferral period except at the end thereof. At the end of a deferral period, we must pay all interest then accrued and unpaid, together with any interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest at a rate equal to 7.70% per annumand unpaid interest, to the extent permitted by applicable law. Once Upon the Company pays termination of any deferral period, and the payment of all deferred interest payments amounts then due, we may begin a new deferral period, subject to the limitations described above. Subject to the foregoing, there is no limitation on the Junior Subordinated Notes, including number of times that we may begin or extend a deferral period. We may pay any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring junior subordinated debentures, including additional interest accrued thereon, in cash on any interest payments payment date following the beginning of the deferral period. If on the Junior Subordinated Notes at stock purchase date we elect not to pay any accrued and unpaid deferred interest on the junior subordinated debentures and there is a successful remarketing, we will pay such time, it will not and its Subsidiaries shall not do any deferred interest out of the following:
(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any proceeds of the Company’s Capital Stock;
(ii) make any payment successful remarketing. If we exercise our right to defer payments of interest on the junior subordinated debentures, we intend to treat the junior subordinated debentures as reissued, solely for U.S. federal income tax purposes, with original issue discount, and you would generally be required to accrue such original issue discount as ordinary income using a constant yield method prescribed by Treasury regulations. As a result, the income that you would be required to accrue would exceed the interest payments that you would actually receive. If we are deferring interest on the junior subordinated debentures and there is a failed final remarketing, then on the stock purchase date we will pay the holders of Corporate Units deferred interest on the junior subordinated debentures in “additional subordinated notes” that have a principal amount equal to the aggregate amount of or deferred interest or premiumas of the stock purchase date, if any, on or repay, repurchase or redeem any of its debt securities that rank mature on a parity with or junior to maturity date determined at the Junior Subordinated Notes (including debt securities time of other series issued under their issuance but in no event earlier than the Base Indenture); or
(iii) make any guarantee payments on any guarantee later of debt securities if the guarantee 11 ranks on a parity with or junior to the Junior Subordinated Notes. HoweverAugust 17, the foregoing provisions shall not prevent or restrict the Company from making:
(a) purchases, redemptions or other acquisitions of its Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on 2012 and the date that is five years following the payment commencement of the deferral period, bear interest at a rate per annum equal to the rate of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described originally in clause (i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of all or a portion of one class or series of its Capital Stock for another class or series of its Capital Stock;
(c) the purchase of fractional interests in shares of its Capital Stock pursuant to the conversion or exchange provisions of its Capital Stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding effect on the date that the payment of interest is deferred;
(d) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; or
(f) payments on the Junior Subordinated Notes, any trust preferred securities, junior subordinated debentures, are subordinate and rank junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case that rank equal in right of payment to all of our senior debt on the Junior Subordinated Notes, so long same basis as the junior subordinated debentures, and are redeemable by us at any time prior to their stated maturity at their principal amount plus accrued and unpaid interest through the redemption date. If the property trustee is the sole holder of payments the junior subordinated debentures, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will give the property trustee and the Delaware trustee written notice of its selection of a deferral period no more than 15 business days before the next succeeding date on which the distributions on the PEPS Units are payable. If such selection is made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion prior to the full stock purchase date, the property trustee will give notice of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ selection of a deferral period to the holders of the Corporate Units. If the property trustee is not the sole holder, or is not itself the holder, of the junior subordinated debentures, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will give the holders of the junior subordinated debentures and the property trustee written notice of its selection of a deferral period at least 10 business days before the earlier of: • the next interest payment date; and • the date ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is required to which each series give notice to holders of such securities and guarantees is then entitled if paid in fullthe junior subordinated debentures of the record or payment date for the related interest payment. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has no present intention of exercising its right to defer payments of interest on the junior subordinated debentures.
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Option to Defer Interest Payments. (a) So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base Indenturehas occurred and is continuing, the CompanyCompany shall have the right, at its optionany time and from time to time, may, to defer the payment of interest on the Notes for one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period optional deferral periods of up to ten five consecutive years (each periodwithout giving rise to an Event of Default, commencing on the date provided that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A no optional deferral of interest payments may not end on a date other than an Interest Payment Date and may not period shall extend beyond the Stated Maturity Date or the earlier redemption of the Junior Subordinated notes.
(b) During an optional deferral period, interest shall continue to accrue on the Notes, and deferred interest payments shall accrue additional interest at the then applicable interest rate on the Notes, compounded semi-annually as of each Interest Payment Date to the extent permitted by applicable law. No interest otherwise due during an optional deferral period shall be due and payable on the Notes until the end of such optional deferral period except upon an redemption of the Notes during such deferral period.
(c) During an optional deferral period, the Company may not begin a new Optional Deferral Period and may not pay shall be prohibited from paying current interest on the Junior Subordinated Notes until it has paid all accrued and unpaid deferred interest plus any accrued interest there has been paid.
(d) At the end of five years following the commencement of any optional deferral period, the Company shall pay all accrued and unpaid deferred interest, including compounded interest thereon, on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons Persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such with respect to the Interest Payment DateDate at the end of such optional deferral period. Any deferred interest on If, at the Junior Subordinated Notes will accrue Additional Interest at a rate equal to 7.70% per annumend of any optional deferral period, to the extent permitted by applicable law. Once the Company pays shall have paid all deferred interest payments due on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred compounded interest, it shall be entitled to the Company may again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:
(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s Capital Stock;
(ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee 11 ranks on a parity with or junior to the Junior Subordinated Notes. However, the foregoing provisions shall not prevent or restrict the Company from making:
(a) purchases, redemptions or other acquisitions of its Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of all or a portion of one class or series of its Capital Stock for another class or series of its Capital Stock;
(c) the purchase of fractional interests in shares of its Capital Stock pursuant to the conversion or exchange provisions of its Capital Stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(d) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;this Section 204.
(e) redemptions, exchanges The Company shall give written notice of its election to commence or repurchases of, or with respect to, continue any rights outstanding under a shareholder rights plan outstanding on optional deferral period to the date that Trustee and the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; or
(f) payments on the Junior Subordinated Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any Holders of the foregoing, in each case that rank equal in right of payment to Notes at least two Business Days and not more than 60 Business Days before the Junior Subordinated Notes, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in fullnext Interest Payment Date.
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