Additional Interest. (a) In the event that: (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or (ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 3 contracts
Sources: Registration Rights Agreement (Sands China Ltd.), Registration Rights Agreement (Sands China Ltd.), Registration Rights Agreement (Sands China Ltd.)
Additional Interest. (a) In the event that:
that (i) (A) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness DeadlineDate or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers and the Subsidiary Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 90th day following the date such Shelf Registration Statement was filed; or
or (ii) (A) the Issuer has Issuers have not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (Period; provided that the Issuer Issuers will be permitted to suspend the use of the prospectus that is part of such the Shelf Registration Statement if the Issuer’s Issuers’ management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 60 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period, period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) Holders (any event referred to in the foregoing clauses (i) or (ii), ) a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25and increasing to 1.00% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that on the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum)91st day, to but excluding the date day on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1a) the Additional Interest applicable to any Series of on the Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, time and in no event will Additional Interest accrue after the Effectiveness Period, (2b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3c) the Issuer Issuers will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer The Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series). Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 2 contracts
Sources: Registration Rights Agreement (MGP Finance Co-Issuer, Inc.), Registration Rights Agreement (MGM Resorts International)
Additional Interest. (a) In The Operating Partnership, the event that:Partnership and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Operating Partnership and the Partnership fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Operating Partnership and the Partnership agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication):
(i) if (A) neither an the Exchange Offer Registration Statement nor a the Shelf Registration Statement covering a Series of Notes is declared effective by has been filed with the SEC Commission on or prior to the Effectiveness Deadline; ordate that is 120 days after the Closing Date or (B) notwithstanding that the Operating Partnership and the Partnership have consummated or will consummate the Exchange Offer, the Operating Partnership and the Partnership are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the 90th day after the delivery of the Shelf Notice applicable thereto, then, commencing on the 121st date after the Closing Date (in the case of foregoing clause (A)) or on the 91st day after the delivery of the Shelf Notice (in the case of foregoing clause (B)), Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.25% per annum;
(ii) if (A) the Issuer has Exchange Registration Statement is not declared effective on or prior to the date that is 210 days after the Closing Date, or (B) notwithstanding that the Operating Partnership and the Partnership have consummated or will consummate the Exchange Offer, the Operating Partnership and the Partnership are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the date that is 180 days after the delivery of the Shelf Notice in respect of such Shelf Registration Statement, then commencing on the 211th day after the Closing Date (in the case of foregoing clause (A)) or on the 181st day after delivery of the Shelf Notice (in the case of foregoing clause (B)), Additional Interest shall accrue on the Notes included or that should have been included in such Registration Statement over and above the stated interest at a rate of 0.25% per annum; and
(iii) if either (A) the Operating Partnership and the Partnership have not exchanged Exchange Notes for all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an the Exchange Offer for Exchange Notes on or prior to the 30th Business Day 45th business day after the Effectiveness Deadline date on which the Exchange Registration Statement is first declared effective or (B) if applicable, the a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end second anniversary of the Effectiveness Period Closing Date (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of or such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month corresponding shorter restrictive period, and without specifying the nature of the event giving rise if Rule 144(k) is amended to provide a suspension in shorter restrictive period) while any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”)Registrable Securities are outstanding, then additional Additional Interest shall accrue over and above the stated interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on (x) the 46th business day after such effective date of the Exchange Registration Statement (in the case of foregoing clause (A) above) or (y) the day following such Shelf Registration Statement ceases to be effective (in the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annumcase of foregoing clause (B) above), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted rate on the Notes may not accrue under more than one of the foregoing clauses (i) and through (iiiii) with respect to such Series of this Section 4(a) at any one time, and in (2) at no event will time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 0.25% per annum, (3) no Additional Interest shall accrue after if the Effectiveness PeriodOperating Partnership and the Partnership have timely filed an Exchange Offer Registration Statement but are unable to complete the Exchange Offer pursuant to Section 2(c) and have timely delivered a Shelf Notice, unless the Operating Partnership and the Partnership shall thereafter fail to satisfy one or more of the time requirements specified above in clauses (i) through (iii) of this Section 4(a) for filing and effectiveness of the Shelf Registration Statement, in which event Additional Interest as specified above shall accrue, and (4) all Additional Interest payable on the Notes shall cease to accrue upon the earliest to occur of (x) the expiration of the second anniversary of the Closing Date or (y) the expiration of such shorter restrictive period applicable to the Registrable Securities that may be required pursuant to Rule 144(k); and provided, further, that (1) upon the filing of the Exchange Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration Statement (in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statementthe case of clause (ii) of this Section 4(a)), the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) upon the Issuer will have exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a)), (4) upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)) and (5) upon such time as there are no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each SeriesRegistrable Securities outstanding, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby cease to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Dateaccrue.
Appears in 2 contracts
Sources: Registration Rights Agreement (Enterprise Products Operating L P), Registration Rights Agreement (Enterprise Products Operating L P)
Additional Interest. If (a) In the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC not Consummated on or prior to the Effectiveness Exchange Deadline; or
, (iib) (A) a Shelf Registration Statement applicable to the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with Securities required to be filed by the terms of an Exchange Offer for Exchange Notes this Agreement is not declared effective (or does not automatically become effective) on or prior to the 30th 90th calendar day following any Shelf Filing Deadline (or if such 90th day is not a Business Day after Day, the Effectiveness Deadline next succeeding Business Day), or (Bc) if applicable, the a Shelf Registration Statement has been applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is declared effective and such Shelf Registration Statement ceases (or automatically becomes effective) as required but thereafter fails to be remain effective at or becomes unusable in connection with resales for more than 30 calendar days, excluding any time prior to the end of the Effectiveness Blackout Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events does not exceed 45 days in any three-month period or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) period (any each such event referred to in the foregoing clauses (ia) or through (ii)c) above, a “Registration Default”), then additional the Issuers hereby agree that the interest rate borne by the Transfer Restricted Securities shall be increased by 1.0% per annum (“Additional Interest”) for the period of occurrence of the Registration Default until such time as no Registration Default is in effect. Following the cure of all Registration Defaults, Additional Interest will cease to accrue and the interest rate on the principal amount of the Transfer Restricted Notes of Securities will revert to the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrueoriginal rate; provided, however, that (1) that, if after the date such Additional Interest applicable ceases to accrue, another Registration Default occurs, Additional Interest will again commence accruing pursuant to the foregoing provisions. All obligations of the Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Series of Transfer Restricted Notes may not accrue under more than one of Security at the foregoing clauses (i) and (ii) time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Series at any one time, and security shall have been satisfied in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultfull.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 2 contracts
Sources: Registration Rights Agreement (Exterran Partners, L.P.), Registration Rights Agreement (Exterran Partners, L.P.)
Additional Interest. If (a) In on or prior to the event that:
(i) 90th day following the original issue date of the Securities, neither an the Exchange Offer Registration Statement nor a the Shelf Registration Statement covering a Series of Notes is declared effective by has been filed with the SEC Commission, (b) on or prior to the Effectiveness Deadline; or
(ii) (A) 150th day following the Issuer has not exchanged all Transfer Restricted Notes original issue date of a Series of Notes validly tendered in accordance with the terms of an Securities, neither the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, Registration Statement nor the Shelf Registration Statement has been declared effective and such effective, (c) on or prior to the 185th day following the original issue date of the Securities, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective at any time prior to or usable in connection with resales of Securities or New Securities in accordance with and during the end of the Effectiveness Period periods specified in this Agreement (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (ia) or through (iid), a (“Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of Securities and the applicable Series New Securities (in addition to the stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Additional Interest will accrue at a rate of 0.25% per annum for during the first 90 days commencing on the 90-day period immediately following the occurrence of such Registration Default, which rate will be increased Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may period, but in no event shall such rate exceed 0.501.00% per annum), . All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to but excluding any Security at the date on which the Registration Default time such Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such Series has Security have been cured. Additional Interest will be paid semi-annually satisfied in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultfull.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 2 contracts
Sources: Registration Rights Agreement (Greif Inc), Registration Rights Agreement (Greif Inc)
Additional Interest. If (a) In on or prior to the event that:
(i) 120th day following the original issue date of the Notes, neither an the Exchange Offer Registration Statement nor a the Shelf Registration Statement covering a Series of Notes is declared effective by has been filed with the SEC Commission, (b) on or prior to the Effectiveness Deadline; or
(ii) (A) 180th day following the Issuer has not exchanged all Transfer Restricted Notes original issue date of a Series of Notes validly tendered in accordance with the terms of an Notes, neither the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, Registration Statement nor the Shelf Registration Statement has been declared effective and such effective, (c) on or prior to the 210th day following the original issue date of the Notes, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, except as provided in Section 4(b)(II) hereof, such Registration Statement thereafter ceases to be effective at any time prior to or usable in connection with resales of Notes or Exchange Notes in accordance with and during the end of the Effectiveness Period periods specified in this Agreement (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (ia) or through (iid), a “Registration Default”"REGISTRATION DEFAULT"), then additional interest (“Additional Interest”"ADDITIONAL INTEREST") will accrue on the principal amount of the Transfer Restricted Notes of and the applicable Series Exchange Notes (in addition to the stated interest on the Notes and Exchange Notes) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Additional Interest will accrue at a rate of 0.25% per annum for during the first 90 days commencing on the 90-day period immediately following the occurrence of such Registration Default, which rate will be increased Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may period, but in no event shall such rate exceed 0.501.00% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. All accrued Additional Interest will shall be paid semi-annually to the Holders entitled thereto, in arrears with the manner provided for the payment of interest payment due in the Indenture, on each Interest Payment Date, as more fully set forth in the first interest payment date following Indenture and the date on Notes and the Exchange Notes. Notwithstanding the fact that any securities for which such Additional Interest begins are due cease to accrue; provided, however, that (1) the Additional Interest applicable to any Series of be Transfer Restricted Notes may not accrue under more than one Securities, all obligations of the foregoing clauses (i) and (ii) with respect Company to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any pay Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement securities shall survive until such time as such obligations with respect to any Registration Defaultsuch securities shall have been satisfied in full.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 2 contracts
Sources: Registration Rights Agreement (Coventry Health Care Inc), Registration Rights Agreement (Coventry Health Care Inc)
Additional Interest. (a) In the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or
(ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicableIf, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to during the end six-month period beginning on, and including, the date which is six months after the last date of original issuance of any of the Effectiveness Period (provided Initial Notes, the Guarantor fails to have timely filed any document or report that the Issuer will be permitted Guarantor is required to suspend file with the use Commission pursuant to Section 13 or 15(d) of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines Exchange Act, as applicable (after giving effect to do so for valid business reasons, including circumstances relating to pending corporate developments all applicable grace periods thereunder and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelveother than reports on Form 8-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (iiK), a “Registration Default”)or the Initial Notes are not otherwise Freely Tradable, then additional interest (“the Issuer shall pay Additional Interest”) will accrue Interest on the principal amount of Initial Notes. Additional Interest shall accrue at the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum of the principal amount of the Initial Notes for the first 90 days commencing on for which the day following the Registration Default, which Guarantor’s failure to file has occurred and is continuing and at a rate will be increased by an additional 0.25of 0.50% per annum of the principal amount of Initial Notes for each subsequent 90-day period thereafter the remaining portion of such period; provided that such Additional Interest continues shall cease to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding accrue on the date on which that is one year from the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment last date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to of original issuance of any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Initial Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect Further, if, and for so long as, the Restrictive Notes Legend has not been removed from the Initial Notes, the Initial Notes are assigned a restricted CUSIP number or the Initial Notes are not otherwise Freely Tradable as of the 375th day after the last date of original issuance of any of the Initial Notes, the Issuer shall pay Additional Interest on the Initial Notes. Such Additional Interest will accrue on the Initial Notes from the 376th day after the last date of original issuance of any of the Initial Notes at the rate of 0.50% per annum of the principal amount of Initial Notes outstanding until the Restrictive Notes Legend has been removed, the Initial Notes are assigned an unrestricted CUSIP number and the Initial Notes are Freely Tradable.
(c) In no event shall Additional Interest payable pursuant to this Section 4.06 accrue, together with any Additional Interest payable pursuant to Section 9.04(b), at a rate per year in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to requirements to pay such Additional Interest pursuant to this Section 4.06 or pursuant to Article 9.
(d) Additional Interest that is payable pursuant to this Section 4.06 shall be payable in arrears on each SeriesInterest Payment Date following accrual in the same manner as regular interest on the Notes and shall be separate and distinct from, and in addition to, any Additional Interest that may accrue at the Issuer’s election as the sole remedy relating to a Reporting Default.
(e) The Issuer shall notify the Trustee and the Paying Agent (if other than the Trustee) in writing of any Additional Interest that has become due and payable. Such notice shall include reference to the event that caused the Additional Interest to become due, the Additional Interest rate, and the date that such Additional Interest shall begin to accrue from. If Additional Interest shall cease to accrue, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs the Paying Agent (if other than the Trustee) in respect of which Additional Interest is writing.
(f) Notwithstanding the foregoing, the Issuer will not be required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed with respect to accrue from any failure to timely file any report, if the Notes are not eligible for resale under Rule 144 or if the Notes are not Freely Tradable, in each case as required under this Section 4.06 (i) on any date on which (a) the Issuer and the Guarantor have filed a shelf registration statement for the resale of the Notes (including the day following Guarantee) and any Ordinary Shares issuable upon exchange of the applicable Event DateNotes, (b) such shelf registration statement is effective and usable by Holders identified therein as selling security holders for the resale of the Notes, the Guarantee and any Ordinary Shares issued upon exchange of the notes, (c) the Holders may register the resale of their Notes under such shelf registration statement on terms customary for the resale of exchangeable securities offered in reliance on Rule 144A and (d) the Notes and/or Ordinary Shares sold pursuant to such shelf registration statement become Freely Tradable as a result of such sale, or (ii) once the Issuer has complied with the requirements set forth in clause (i) above for a period of two years.
Appears in 2 contracts
Sources: Indenture (Jazz Pharmaceuticals PLC), Indenture (Jazz Pharmaceuticals PLC)
Additional Interest. (a) In The Company and the event thatInitial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below:
(i) if neither an the Exchange Offer Registration Statement nor a the Initial Shelf Registration has been filed on or prior to the Filing Date;
(ii) if neither the Exchange Registration Statement covering a Series of Notes is nor the Initial Shelf Registration has been declared effective by the SEC on or prior to the Effectiveness Deadline; orDate;
(iiiii) if an Initial Shelf Registration required by Section 2(c)(2) has not been filed on or prior to the date 45 days after delivery of the Shelf Notice;
(iv) if an Initial Shelf Registration required by Section 2(c)(2) has not been declared effective on or prior to the date 90 days after the delivery of the Shelf Notice; and/or
(v) if (A) the Issuer Company has not exchanged the Exchange Notes for all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an the Exchange Offer for Exchange Notes on or prior to the 30th Business Day date 150 days after the Effectiveness Deadline Issue Date or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Exchange Registration Statement ceases to be effective at any time prior to the end time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the termination of the Effectiveness Period Period; (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (ii), v) above is a “"Registration Default”"), then additional . The sole remedy available to Holders of the Notes for a Registration Default will be the accrual of Additional Interest as follows: the per annum interest (“Additional Interest”) will accrue rate on the principal amount Notes will increase by .50% during the first 90-day period following the occurrence of a Registration Default and until it is waived or cured; and the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which interest rate will be increased increase by an additional 0.25.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on during which the Registration Default with respect remains uncured, up to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the a maximum additional interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; rate of 2.0% per annum, provided, however, that only Holders of Private Exchange Notes shall be entitled to receive Additional Interest as a result of a Registration Default pursuant to clause (iii) or (iv), provided, further, that (1) upon the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one filing of the foregoing clauses Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Periodabove), (2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration (in a timely manner and is therefore not named as a selling security holder the case of (ii) above), (3) upon the filing of the Shelf Registration (in the case of (iii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), or (5) upon the exchange of Exchange Notes for all Notes tendered or the effectiveness of a Shelf Registration Statement(in the case of (v)(A) above), or upon the Holder will not be entitled subsequent effectiveness of the Exchange Registration Statement which had ceased to receive any remain effective or the effectiveness of a Shelf Registration (in the case of (v)(B) above), or upon the subsequent effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(C) above), Additional Interest with respect on the Notes as a result of such clause (i), (ii), (iii), (iv) or (v) (or the relevant subclause thereof), as the case may be, shall cease to its Transfer Restricted Notes; accrue and (3) the Issuer interest rate on the Notes will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by the Notes.
(b) With Notwithstanding the foregoing, no Additional Interest will be payable with respect to each Seriesa Registration Default described in clause (v)(C) above, if pending a material corporate transaction, the Issuer Company issues a notice that the Registration Statement, or the prospectus contained therein, is unusable, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve month period for which the Registration Statement, or the Prospectus contained therein, is unusable pursuant to all such notices has not exceeded 75 days in the aggregate.
(c) The Company and the Guarantors shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) on the Notes of such Series"). Any amounts of Additional Interest due shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each interest payment January 15 and July 15 (to the Holders of record on the January 1 and July 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue and until such Registration Default is cured, by depositing with the Trustee, in trust for the benefit of such Holders, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the applicable series affected thereby to Registrable Notes, multiplied by a fraction, the Holder numerator of Notes which is the number of days such Series with respect to which Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date360.
Appears in 2 contracts
Sources: Registration Rights Agreement (MWC Acquisition Sub Inc), Registration Rights Agreement (MWC Acquisition Sub Inc)
Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of August 29, 2003, among Dex Media West LLC, Dex Media West Finance, and the Initial Purchasers named therein and, as of the Acquisition Date, Dex Media West (athe "Registration Agreement"). Capitalized terms used in this paragraph (b) In but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that:
(i) neither an that the Exchange Offer is not completed or, if required by the terms of the Registration Statement nor a Agreement, the Shelf Registration Statement covering a Series of Notes is not declared effective on or prior to the 270th day following the Acquisition, the interest rate on the Registrable Securities will be increased by 0.25% per annum for the first 90-day period and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC on or prior to the Effectiveness DeadlineSecurities become freely tradable under the Securities Act; or
(ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered provided, however, that in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, no event will such additional interest exceed 1.00%. If the Shelf Registration Statement has been declared effective and such Shelf Registration Statement thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time prior during the Shelf Effectiveness Period, and such failure to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so remain effective or usable exists for valid business reasons, including circumstances relating to pending corporate developments and similar events more than 60 consecutive days or filings with the SEC, for a period not to exceed an aggregate of more than 90 days (whether or not consecutive) in any twelve12-month period, and without specifying then the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue rate on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate Registrable Securities will be increased by an additional 0.251.00% per annum for each subsequent 90commencing on the 61st or 91st day in such 12-day month period thereafter and ending on such date that such Additional Interest continues to accruethe Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum)that, to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after additional interest together with additional interest from the Effectiveness Periodprevious sentence, (2) if a Holder is not able any, exceed 1.00%. All accrued additional interest shall be paid to or does not provide Holders in the representations and information required in connection with a Shelf same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration StatementDefaults, the Holder will not be entitled to receive any Additional Interest accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date determination of the applicable series affected thereby to the Holder amount of Notes of any such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Dateadditional interest.
Appears in 2 contracts
Sources: Indenture (Dex Media West LLC), Indenture (Dex Media Inc)
Additional Interest. (a) In the event that:
If (i) neither an Exchange Offer a registration statement registering the resale of the Notes and the shares of Common Stock issuable upon conversion of the Notes (such Notes and shares of Common Stock, the “Registrable Securities” and such registration statement, the “Registration Statement”) has not been filed by the Company with the Commission on or prior to January 22, 2026, (ii) the Registration Statement nor a Shelf Registration Statement covering a Series of Notes is has not been declared effective by the SEC Commission on or prior to the Effectiveness Deadline; or
(ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline March 8, 2026 or (Biii) if applicable, a Suspension Event (as defined in the Shelf Registration Statement has been declared effective and Subscription Agreement) occurs (each such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (iiiii), a “Registration Default”), the Company shall pay Additional Interest on the Notes at a rate equal to 3.00% per annum of the principal amount of Notes for each day during such period for which a Registration Default has occurred and is continuing. Additional Interest pursuant to a Registration Default will be payable in arrears on each Interest Payment Date following such Registration Default in the same manner as regular interest on the Notes. Following the earliest of (x) the cure of all Registration Defaults relating to the Registrable Securities, (y) the sale of all outstanding Registrable Securities registered under the Registration Statement and (z) the point when all the Registrable Securities may be sold freely under Rule 144 under the Securities Act (or any other similar provision then additional in force) without volume limitations or public information requirements of Rule 144(c), provided that the Company complies with the requirements of Rule 144(i)(2), the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes and the accrual of Additional Interest will cease with respect to such Registrable Notes. Notwithstanding the foregoing, (“i) the amount of Additional Interest”Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) will accrue a Holder of Notes that is not entitled to the benefits of the Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(a) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Registration Statement.
(b) Notwithstanding anything in this Indenture or in the Notes to the contrary, if the Company so elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) shall, for the first 360 days after the occurrence of such an Event of Default (which, for the avoidance of doubt, shall not commence until the notice described in Section 6.01(f) has been given, and the related 60-day period described in such Section 6.01(f) has passed), consist exclusively of the right to receive Additional Interest on the Notes at a rate equal to (i) 0.25% per annum of the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum outstanding for each day during the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90180-day period thereafter that such Additional Interest continues to accrue; provided that the rate at on which such Additional Interest accrues may in no event exceed 0.50% per annum)Event of Default is continuing beginning on, to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following and including the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series an Event of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) Default first occurs and (ii) with respect to such Series at any one time0.50% per annum of the principal amount of the Notes outstanding for each day during the period from, and in no event will including, the 181st day after the occurrence of such Event of Default to, and including, the 360th day after the occurrence of such Event of Default, during which such Event of Default is continuing. If the Company so elects, such Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable in the same manner and on each the same dates as the stated interest payment date payable on the Notes. On the 361st day after such Event of Default (if the Event of Default relating to the Company’s failure to file is not cured or waived prior to such 361st day), the Notes shall be immediately subject to acceleration as provided in Section 6.02. The provisions of this paragraph will not affect the rights of Holders of Notes in the event of the applicable series affected thereby occurrence of any Event of Default other than the Company’s failure to comply with its obligations as set forth in Section 4.06(b). In the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation event the Company does not elect to pay Additional Interest following an Event of Default in accordance with this Section 6.03(b) or the Company has elected to make such payment but does not pay the Additional Interest when due, the Notes shall be deemed immediately subject to accrue from acceleration as provided in Section 6.02. In order to elect to pay Additional Interest as the sole remedy during the first 360 days after the occurrence of any Event of Default described in the immediately preceding paragraph, the Company must notify in writing all Holders of the Notes, the Trustee and including the Paying Agent of such election prior to the beginning of such 360-day following period (which, for the applicable Event Dateavoidance of doubt, shall not commence until the notice described in Section 6.01(f) has been given, and the related 60-day period described in such Section 6.01(f) has passed). Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided in Section 6.02.
(c) The Trustee shall not at any time be under any duty or responsibility to any Holder to determine Additional Interest, or with respect to the nature, extent or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of Additional Interest.
Appears in 2 contracts
Sources: Indenture (Twenty One Capital, Inc.), Indenture (Twenty One Capital, Inc.)
Additional Interest. In the event that either,
(a) In the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC on or prior to the Effectiveness Deadline; or121st calendar day following the Closing Date, or a Shelf Registration Statement is not filed with the SEC prior to the dates specified for such filing in Section 2.2 hereof;
(ii) (Ab) the Issuer Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes SEC under the 1933 Act on or prior to the 30th Business Day after 180th calendar day following the Effectiveness Deadline Closing Date, or (B) if applicable, the a Shelf Registration Statement has been is not declared effective by the SEC under the 1933 Act on or prior to the 180th day after such filing obligation arises,
(c) the Exchange Offer is not consummated within 222 days following the Closing Date,
(d) a Shelf Registration Statement is declared effective but thereafter, during the period for which the Company and the Subsidiary Guarantors are required to maintain the effectiveness of such Shelf Registration Statement Statement, it ceases to be effective at any time prior to or usable in connection with the end resale of the Effectiveness Period Notes covered by such Shelf Registration Statement, or
(provided that e) the Issuer will Exchange Offer Registration Statement is declared effective, but thereafter, during the Broker Prospectus Period, it ceases to be permitted to suspend effective (or the Company or any Subsidiary Guarantor restricts the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holdersincluded therein) (any each such event referred to in the foregoing these clauses (ia) or through (ii)e) above, a “Registration Default”), then additional then, the interest (“Additional Interest”) will accrue on the principal amount of rate borne by the Transfer Restricted Notes shall be increased by one-quarter of the applicable Series at a rate of one percent (0.25% %) per annum for with respect to the first 90 days commencing on the 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, which rate will be increased increase by an additional one quarter of one percent (0.25% %) per annum for at the beginning of each subsequent 90-day period thereafter that such Additional Interest continues to accrue; (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, provided that the maximum aggregate increase in the interest rate at which such Additional Interest accrues may on the Transfer Restricted Notes will in no event exceed 0.50% one percent (1.00%) per annumannum (the “Additional Interest”). Following the cure of all Registration Defaults the accrual of Additional Interest will cease and the interest rate on the Transfer Restricted Notes will revert to the original rate. Notwithstanding the foregoing, any Registration Default specified in clause (a), (b) or (c) of this Section that relates to but excluding the date on which Exchange Offer Registration Statement or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement is declared effective by the SEC, or earlier upon the cure of the Registration Default with respect described therein. If the Shelf Registration Statement is unusable by the Holders whose Transfer Restricted Notes are covered thereby for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 30 days in the aggregate, then the interest rate borne by such Holders’ Notes will be increased by one-quarter of one percent (0.25%) per annum for the first 90-day period (or portion thereof) beginning on the 31st day in any consecutive twelve-month period that such Shelf Registration Statement ceases to be usable, which rate shall be increased by an additional one-quarter of one percent (0.25%) per annum at the beginning of each subsequent 90-day period (or portion thereof) in any consecutive twelve-month period during which the Shelf Registration Statement is unusable, provided that the maximum aggregate increase in the interest rate on such Series has been curedHolder’s Notes will in no event exceed one percent (1.00%) per annum. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. Upon any such Shelf Registration Statement once again becoming usable, the interest rate borne by the Notes will be reduced to the original interest rate if no other Registration Default shall be continuing at such time. Additional Interest will shall be paid semi-annually in arrears with the interest payment due computed based on the first interest payment date following actual number of days elapsed in each 90-day period in which the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and Statement is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer unusable. The Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series). Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 2 contracts
Sources: Registration Rights Agreement (MGM Mirage), Registration Rights Agreement (MGM Mirage)
Additional Interest. (a) In the event that:
If (i) neither an by the Exchange Date the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or
has not been Consummated, (ii) (A) by the Issuer requisite time after the Shelf Filing Deadline any Shelf Registration Statement, if required hereby, has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective (or does not automatically become effective) by the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline Commission or (Biii) if applicable, the Shelf any Registration Statement required by this Agreement has been declared effective and such Shelf Registration Statement (or automatically becomes effective) but ceases to be effective at any time prior at which it is required to the end of the Effectiveness be effective under this Agreement for more than 30 calendar days, excluding any Blackout Period or Exchange Offer Registration Statement Suspension Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (iiiii), a “Registration Default”), then additional the Company hereby agrees that the interest (“Additional Interest”) will accrue on rate borne by the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of Initial Securities shall be increased by 0.25% per annum for during the first 90 days commencing on the 90-day period immediately following the occurrence of any Registration Default, which rate will be increased Default and shall increase by an additional 0.25% per annum for each subsequent 90-day period, in each case for the period thereafter that of occurrence of the Registration Default (such increase, “Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may Interest”), but in no event shall such increase exceed 0.501.00% per annum. At the earlier of (A) the cure of all Registration Defaults relating to the particular Initial Securities (or, in the case of a failure to Consummate the Exchange Offer by the Exchange Date, when the Exchange Offer is Consummated) or (B) the second anniversary of the Closing Date (plus additional time equal to any period when Additional Interest is not paid during any Blackout Period, Exchange Offer Registration Statement Suspension Period, or 30-day period referred to in clause (iii) above), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with cease to accrue and the interest payment due rate on the first interest payment date following Initial Securities will revert to the date on which such Additional Interest begins to accrueoriginal rate; provided, however, that (1) that, if after any reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Initial Securities shall again be increased pursuant to the foregoing provisions. In no event will Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i), (ii) and (iiiii) at any one time. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Initial Security at the time such security ceases to be a Initial Security shall survive until such time as all such obligations with respect to such Series at any one time, and security shall have been satisfied in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultfull.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 2 contracts
Sources: Registration Rights Agreement (Laredo Petroleum Holdings, Inc.), Registration Rights Agreement (Laredo Petroleum, Inc.)
Additional Interest. If (a) In the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC not consummated on or prior to the Effectiveness Deadline; or
365th calendar day following the Closing Date, (iib) a Shelf Registration Statement applicable to the Securities is not filed or declared effective (Aor does not automatically become effective) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after 365th calendar day following the Effectiveness Deadline Closing Date or (Bc) if applicable, the a Shelf Registration Statement has been applicable to the Securities is declared effective and (or automatically becomes effective) as required but thereafter fails to remain effective or becomes unusable in connection with resales for more than 60 consecutive days (each such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (ia), (b) or and (ii)c) above, a “Registration Default”), then additional the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 0.50% per annum (“Additional Interest”) will accrue on ), until the principal amount earlier of the completion of the Exchange Offer or the effectiveness of the Shelf Registration Statement (or such Shelf Registration Statement no longer being required to be effective), after which the interest rate borne by the relevant Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate Securities will be increased reduced to the original interest rate borne by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Transfer Restricted Securities. Notwithstanding the foregoing, if, after the date such Additional Interest continues ceases to accrue; provided that the rate at which such , another Registration Default occurs, Additional Interest accrues may will again commence accruing pursuant to the foregoing provisions. The Additional Interest set forth above shall be the exclusive monetary remedy available to Holders for each Registration Default. All obligations of the Company and the Guarantors set forth in no event exceed 0.50% per annum), the preceding paragraph that are outstanding with respect to but excluding any Transfer Restricted Security at the date on which the Registration Default time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Series has security shall have been cured. Additional Interest will be paid semi-annually satisfied in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultfull.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 2 contracts
Sources: Registration Rights Agreement (California Resources Corp), Registration Rights Agreement (Occidental Petroleum Corp /De/)
Additional Interest. (a) In the event that:
If (i) neither an Exchange Offer any Registration Statement nor a Shelf Registration Statement covering a Series of Notes required by this Agreement is declared effective by not filed with the SEC Commission on or prior to the Effectiveness applicable Filing Deadline; or
, (ii) (A) the Issuer any such Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes Commission on or prior to the 30th Business Day after applicable Effectiveness Deadline, (iii) the Effectiveness Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (Biv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within two Business Days (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the additional interest shall increase by an additional $.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of $.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that no Holder who is not entitled to the benefits of a Shelf Registration Statement shall be entitled to receive additional interest by reason of a Registration Default that pertains to a Shelf Registration Statement and no Holder of Notes constituting an unsold allotment from the original sale of the Notes by the Company to the Initial Purchasers shall be entitled to additional interest by reason of a Registration Default that pertains to an Exchange Offer. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasonsStatement), including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses case of (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Periodabove, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if a Holder is not able to or does not provide applicable, the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement), in the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and case of (ii) above, (3) upon Consummation of the Issuer will have no other liabilities Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Holders under this Agreement with respect to any Registration Default.
Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (b) With respect to each Seriesand/or, if applicable, the Issuer shall notify Shelf Registration Statement) to again be declared effective or made usable in the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.case of
Appears in 2 contracts
Sources: Registration Rights Agreement (Wci Communities Inc), Registration Rights Agreement (Communities Home Builders Inc)
Additional Interest. If (a) In the event that:
Company fails to file any of the registration statements required by this Agreement on or before the date specified for such filing, (ib) neither an the Exchange Offer Registration Statement nor a or the Shelf Registration Statement covering a Series of Notes is Statement, as applicable, has not been declared effective by the SEC on or prior to the deadlines for effectiveness specified in Section 2.1 and Section 2.2 of this Agreement (the “Effectiveness Deadline; or
Target Date”), (ii) (Ac) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with Company fails to consummate the terms of an Exchange Offer for Exchange Notes on or prior within 60 days of the Effectiveness Target Date with respect to the 30th Business Day after the Effectiveness Deadline Exchange Offer Registration Statement or (Bd) if applicable, the Shelf Registration Statement has been or the Exchange Offer Registration Statement, as applicable, is declared effective and such Shelf Registration Statement but thereafter ceases to be effective at any time prior to or usable in connection with resales of Transfer Restricted Securities during the end of the Effectiveness Period periods specified in this Agreement (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (ia) or through (ii)d) above, a “Registration Default”), then additional the interest rate borne by the Securities shall be increased (“Additional Interest”) will accrue on the principal amount by one-quarter of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% one percent per annum for the first 90 days commencing on the day following the Registration Defaultannum, which rate will be increased increase by an additional 0.25% per annum for one quarter of one percent each subsequent 90-day period thereafter that such Additional Interest continues to accrue; accrue under any such circumstance, provided that the maximum aggregate increase in the interest rate at which such Additional Interest accrues may will in no event exceed 0.50% one half of one percent per annum), to but excluding . Following the date on which cure of all Registration Defaults the Registration Default with respect to such Series has been cured. accrual of Additional Interest will be paid semi-annually in arrears with cease and the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event rate will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer original rate. The Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) ). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Securities, on or before the Notes of such Seriesapplicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the record Holder of Notes of Securities entitled to receive the interest payment to be paid on such Series with respect to which Additional Interest is due and owingdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 2 contracts
Sources: Registration Rights Agreement (National Rural Utilities Cooperative Finance Corp /Dc/), Registration Rights Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Additional Interest. (a) In Notwithstanding anything else in this Indenture to the event that:
contrary, if the Company so elects, the sole remedy under the Indenture for an Event of Default relating to (i) neither an the Company’s failure to file with the Trustee pursuant to Section 314(a)(1) of the Trust Indenture Act any documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on Act or prior to the Effectiveness Deadline; or
(ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance Company’s failure to comply with the terms of an Exchange Offer for Exchange Notes on or prior its reporting obligations to the 30th Business Day Trustee and the Commission, pursuant to Section 10.01, will, for the 180 days after the Effectiveness Deadline or occurrence of such an Event of Default, consist exclusively of the right to receive additional interest on the Notes at an annual rate equal to 0.50% of the aggregate principal amount of the Notes (B“Additional Interest”) to, but not including, the 181st day thereafter (or, if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior earlier date on which the Event of Default relating to the end reporting obligations is cured or waived). Any such Additional Interest will be payable in the same manner and on the same dates as the stated interest payable on the Notes. If the Event of Default is continuing on the 181st day after an Event of Default relating to a failure to comply with the reporting obligations described above first occurs, the Notes will be subject to acceleration as provided in Article Five of the Effectiveness Period (provided that Base Indenture and Article Seven of this Supplemental Indenture. The provisions of this Indenture described in this paragraph will not affect the Issuer will be permitted to suspend rights of Holders of Notes in the use event of the prospectus that is part occurrence of such Shelf Registration Statement if any other Events of Default. In order to elect to pay Additional Interest as the Issuer’s management determines to do so for valid business reasons, including circumstances sole remedy during the first 180 days after the occurrence of an Event of Default relating to pending corporate developments and similar events or filings the Company’s failure to comply with the SEC, for a period not to exceed an aggregate of 90 days reporting obligations set forth in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii)) of the immediately preceding paragraph, a “Registration Default”), then additional interest (“Additional Interest”) will accrue the Company must notify all Holders and the Trustee and Paying Agent of such election on or before the Close of Business on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues fifth Business Day prior to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Event of Default would otherwise occur. Upon the Company’s failure to timely give such notice or pay Additional Interest begins Interest, the Notes will be immediately subject to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one acceleration as provided above and in Section 502 of the foregoing clauses (i) Base Indenture and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under Section 7.02 of this Agreement with respect to any Registration DefaultSupplemental Indenture.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 2 contracts
Sources: Ninth Supplemental Indenture (Ryland Group Inc), Seventh Supplemental Indenture (Ryland Group Inc)
Additional Interest. (a) In The Company and the event thatInitial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below:
(i) if neither an the Exchange Offer Registration Statement nor a the Initial Shelf Registration has been filed on or prior to the Filing Date;
(ii) if neither the Exchange Registration Statement covering a Series of Notes is nor the Initial Shelf Registration has been declared effective by the SEC on or prior to the Effectiveness Deadline; orDate;
(iiiii) if an Initial Shelf Registration required by Section 2(c)(2) has not been filed on or prior to the date 45 days after delivery of the Shelf Notice;
(iv) if an Initial Shelf Registration required by Section 2(c)(2) has not been declared effective on or prior to the date 90 days after the delivery of the Shelf Notice; and/or
(v) if (A) the Issuer Company has not exchanged the Exchange Notes for all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an the Exchange Offer for Exchange Notes on or prior to the 30th Business Day date 245 days after the Effectiveness Deadline Issue Date or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Exchange Registration Statement ceases to be effective at any time prior to the end time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the termination of the Effectiveness Period Period; (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (ii), v) above is a “"Registration Default”"), then additional . The sole remedy available to Holders of the Notes for a Registration Default will be the accrual of Additional Interest as follows: the per annum interest (“Additional Interest”) will accrue rate on the principal amount Notes will increase by .50% during the first 90-day period following the occurrence of a Registration Default and until it is waived or cured; and the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which interest rate will be increased increase by an additional 0.25.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on during which the Registration Default with respect remains uncured, up to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the a maximum additional interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; rate of 2.0% per annum, provided, however, that only Holders of Private Exchange Notes shall be entitled to receive Additional Interest as a result of a Registration Default pursuant to clause (iii) or (iv), provided, further, that (1) upon the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one filing of the foregoing clauses Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Periodabove), (2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration (in a timely manner and is therefore not named as a selling security holder the case of (ii) above), (3) upon the filing of the Shelf Registration (in the case of (iii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), or (5) upon the exchange of Exchange Notes for all Notes tendered or the effectiveness of a Shelf Registration Statement(in the case of (v)(A) above), or upon the Holder will not be entitled subsequent effectiveness of the Exchange Registration Statement which had ceased to receive any remain effective or the effectiveness of a Shelf Registration (in the case of (v)(B) above), or upon the subsequent effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(C) above), Additional Interest with respect on the Notes as a result of such clause (i), (ii), (iii), (iv) or (v) (or the relevant subclause thereof), as the case may be, shall cease to its Transfer Restricted Notes; accrue and (3) the Issuer interest rate on the Notes will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by the Notes.
(b) With Notwithstanding the foregoing, no Additional Interest will be payable with respect to each Seriesa Registration Default described in clause (v)(C) above, if pending a material corporate transaction, the Issuer Company issues a notice that the Registration Statement, or the prospectus contained therein, is unusable, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve month period for which the Registration Statement, or the Prospectus contained therein, is unusable pursuant to all such notices has not exceeded 75 days in the aggregate.
(c) The Company and the Guarantors shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) on the Notes of such Series"). Any amounts of Additional Interest due shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each interest payment June 15 and December 15 (to the Holders of record on the June 1 and December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue and until such Registration Default is cured, by depositing with the Trustee, in trust for the benefit of such Holders, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the applicable series affected thereby to Registrable Notes, multiplied by a fraction, the Holder numerator of Notes which is the number of days such Series with respect to which Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date360.
Appears in 1 contract
Sources: Registration Rights Agreement (Hayes Lemmerz International Inc)
Additional Interest. (a) In The Issuers and the event that:Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers, jointly and severally, agree to pay additional interest on the Notes ("Additional Interest") under the circumstances set forth below: 12
(i) neither an if the Exchange Offer Registration Statement nor a or the Initial Shelf Registration has not been filed on or prior to the Filing Date;
(ii) if the Exchange Registration Statement covering a Series of Notes is or the Initial Shelf Registration has not been declared effective by the SEC on or prior to the Effectiveness DeadlineDate; orand/or
(iiiii) if either (A) the Issuer Company has not exchanged the Exchange Notes for all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an the Exchange Offer for Exchange Notes on or prior to the 30th Business Day 60 days after the Effectiveness Deadline date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Exchange Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided time that the Issuer will be permitted to suspend Exchange Offer is consummated or (C) if applicable, the use of the prospectus that is part of Shelf Registration has been declared effective and such Shelf Registration Statement if ceases to be effective at any time during the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar Effectiveness Period; (each such events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (iiiii) above is a "Registration Default"), a “Registration Default”), then additional the sole remedy available to holders of the Notes will be the immediate accrual of Additional Interest as follows: the per annum interest (“Additional Interest”) will accrue rate on the principal amount of Notes will increase by 50 basis points; and the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which interest rate will be increased increase by an additional 0.25% per annum 25 basis points for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on during which the Registration Default with respect remains uncured, up to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the a maximum additional interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; rate of 200 basis points per annum, provided, however, that (1) upon the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one filing of the foregoing clauses Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Periodabove), (2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration (in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and case of (ii) above) or (3) upon the Issuer exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Notes as a result of such clause (i), (ii) or (iii) (or the relevant subclause thereof), as the case may be, shall cease to accrue and the interest rate on the Notes will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by the Notes.
(b) With respect to each Series, the Issuer The Issuers shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) on the Notes of such Series"). Any amounts of Additional Interest due shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each interest payment April 1 and October 1 (to the Holders of record on the March 15 and September 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue, by depositing with the Trustee, in trust for the benefit of such Holders, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional 13 Interest rate was applicable series affected thereby to during such period (determined on the Holder basis of Notes a 360-day year comprised of such Series with respect to twelve 30-day months), and the denominator of which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date360.
Appears in 1 contract
Sources: Registration Rights Agreement (Paxson Communications Corp)
Additional Interest. (a) In The parties hereto acknowledge that the Holders of New Notes will suffer damages if the Company fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that:
(i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC has not been filed on or prior to the Effectiveness Deadline; or120th day after the Settlement Date, and the Company has not determined upon written advice of outside counsel that due to a change in law or in applicable interpretations of the staff of the Commission, that the Company is not permitted to effect the Registered Exchange Offer as provided in Section 3(a)(i) hereof;
(ii) the Registered Exchange Offer has not been completed within 250 days of the Settlement Date, and the Company has not determined upon written advice of outside counsel that due to a change in law or in applicable interpretations of the staff of the Commission, that the Company is not permitted to effect the Registered Exchange Offer as provided in Section 3(a)(i) hereof;
(Aiii) the Issuer Shelf Registration Statement, if applicable, has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes Commission on or prior to the 30th Business Day 150th day after so required pursuant to Section 3 hereof;
(iv) after the Effectiveness Deadline or (B) if applicable, the Shelf Exchange Offer Registration Statement has been declared effective, the Exchange Offer Registration Statement ceases to be effective and or usable prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness or inability to use the Exchange Offer Registration Statement is cured within the 250-day period after the Settlement Date); or
(v) after the Shelf Registration Statement, if applicable, has been declared effective, the Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, usable for a period not to exceed an aggregate of 90 time that exceeds 120 days in the aggregate in any twelve12-month period, and without specifying the nature of the event giving rise period in which it is required to a suspension in any notice of suspension provided to the Holders) be effective under this Agreement; (any each such event referred to in the foregoing clauses (i) or through (iiv), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted New Notes affected thereby (in addition to the stated interest on the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but not including, the date on which all filings, determinations, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the applicable Series then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum for the first 90 days commencing on the day following the while one or more Registration DefaultDefaults is continuing, which rate and will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that payable at the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum)same time, to but excluding the same persons and in the same manner as ordinary interest, until the date on which all filings, determinations, declarations of effectiveness and consummations referred to in the Registration Default with respect to such Series has preceding sentence have been cured. Additional Interest will be paid semi-annually in arrears with achieved, on which date the interest payment due rate on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted New Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by such New Notes.
(b) With respect to each Series, the Issuer The Company shall notify the Trustee within three Business Days after immediately upon its knowledge of the happening of each and every date on which an event occurs in respect of which Registration Default. The Company shall pay the Additional Interest is required to be paid (an “Event Date”) due on the New Notes by depositing with the Trustee (which shall not be the Company for these purposes), in trust, for the benefit of such Seriesthe Holders entitled thereto, prior to 11:00 a.m. on the next interest payment date specified in the global notes representing the applicable New Notes, sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date specified by the global notes representing the applicable New Notes to the record holders entitled to receive the interest payment to be made on such interest payment date.
(c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the applicable series affected thereby damages that will be suffered by Holders of New Notes by reason of the happening of any Registration Default.
(d) All of the Company’s obligations set forth in this Section 5 shall survive the termination of this Agreement.
(e) Any Additional Interest under this Section 5 will constitute liquidated damages and will be the exclusive remedy, monetary or otherwise, available to the Holder any holder of New Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Dateany Registration Default.
Appears in 1 contract
Sources: Registration Rights Agreement (Bank of America Corp /De/)
Additional Interest. (a) In The parties hereto acknowledge that the Holders of New Notes or Exchange Notes, as the case may be, will suffer damages if the Issuers fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that:
(i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC has not been filed on or prior to the Effectiveness Deadline; or120th day following the Settlement Date;
(ii) (A) the Issuer Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes been declared effective on or prior to the 30th Business Day after 180th day following the Effectiveness Deadline or Settlement Date;
(Biii) if applicable, neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective and on or prior to the 210th day following the Settlement Date; or
(iv) after either the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective, such Shelf Registration Statement ceases to be effective at any time prior to or usable in connection with the end Registered Exchange Offer or resales of the Effectiveness Period (provided that the Issuer will New Notes during a period in which it is required to be permitted to suspend the use of the prospectus that is part of such Shelf effective hereunder without being succeeded immediately by any additional Registration Statement if or post-effective amendment covering the Issuer’s management determines to do so for valid business reasonsNew Notes or the Exchange Notes, including circumstances relating to pending corporate developments as the case may be, which has been filed and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) declared effective; (any each such event referred to in the foregoing clauses (i) or through (iiiv), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted New Notes and the Exchange Notes, respectively (in addition to the stated interest on the New Notes and the Exchange Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the applicable Series then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum for during the 90-day period immediately following such first 90 days commencing on the day following the occurrence of a Registration DefaultDefault and while any such Registration Default has occurred and is continuing, which rate will be increased and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period thereafter that such Additional Interest continues up to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed a maximum of 0.50% per annum)annum with respect to all Registration Defaults, to but excluding until the date on which all of the Registration Default with respect filings, declarations of effectiveness and consummations referred to such Series has in the preceding sentence have been cured. Additional Interest will be paid semi-annually in arrears with achieved, on which date the interest payment due rate on the first interest payment date following New Notes and the date on which such Additional Interest begins to accrue; providedExchange Notes, howeverrespectively, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by such notes.
(b) With respect to each Series, the Issuer The Issuers shall notify the Trustee within three Business Days after or the Exchange Notes Trustee, as applicable, immediately upon their knowledge of the happening of each and every date on which an event occurs in respect of which Registration Default. The Issuers shall pay the Additional Interest is required to be paid (an “Event Date”) due on the New Notes or Exchange Notes, as the case may be, by depositing with the Trustee or the Exchange Notes Trustee, as applicable (which in either case shall not be any of such Seriesthe Issuers for these purposes), in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture or the Exchange Notes Indenture, as applicable, sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date specified by the Indenture or the Exchange Notes Indenture, as applicable, to the record holders entitled to receive the interest payment to be made on such date.
(c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the applicable series affected thereby to damages that will be suffered by Holders of New Notes or Exchange Notes by reason of the Holder happening of Notes any Registration Default.
(d) All of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest the Issuers’ obligations set forth in this Section 5 shall be deemed to accrue from and including survive the day following the applicable Event Datetermination of this Agreement.
Appears in 1 contract
Additional Interest. If any of the Initial Securities are not Freely Tradable by the 365th calendar day after the Closing Date and either (a) In the event that:
(i) neither an applicable Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC not consummated on or prior to the Effectiveness Deadline; or
365th calendar day following the applicable Closing Date, (iib) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been applicable to the Securities is not filed or declared effective and such Shelf when required, or (c) a Registration Statement ceases to be effective at any time prior applicable to the end of the Effectiveness Period Securities is declared effective as required but thereafter fails to remain effective or becomes usable in connection with resales for more than 30 calendar days (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (ia) or through (ii)c) above, a “Registration Default”), then the Company shall pay liquidated damages in the form of additional interest (“Additional Interest”) will accrue on the principal in cash to each Holder of Securities in an amount of the Transfer Restricted Notes of the applicable Series at a rate of equal to 0.25% per annum of the aggregate principal amount of Securities for the first 90 days commencing on the day following period of occurrence of the Registration DefaultDefault until the earlier of all of the Initial Securities being Freely Tradable and such time as no Registration Default is in effect, which rate will be increased shall increase by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at during which such Additional Interest accrues may in no event exceed 0.50Registration Default continues up to a maximum of 1.0% per annum). Following the cure of all Registration Defaults, to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with cease to accrue and the interest payment due rate on the first interest payment date following Securities will revert to the date on which such Additional Interest begins to accrueoriginal rate; provided, however, that (1) that, if after the date such Additional Interest applicable ceases to accrue, a different Registration Default occurs, Additional Interest may again commence accruing pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Series of Transfer Restricted Notes may not accrue under more than one of Security at the foregoing clauses (i) and (ii) time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Series at any one time, and Note shall have been satisfied in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultfull.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Sources: Registration Rights Agreement (Helix Energy Solutions Group Inc)
Additional Interest. (a) In the event that:
that either (i) neither an the Issuers fail to file the Exchange Offer Registration Statement nor a or the Notes Shelf Registration Statement, as the case may be, on or before the date specified for any such filing hereunder, (ii) the Issuers fail to consummate the Exchange Offer pursuant to an effective Exchange Offer Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or
150th day following the Closing Time or (iiiii) (A) if the Issuer has not exchanged all Transfer Restricted Notes law or applicable interpretations of the SEC thereof prohibit a Series of Notes validly tendered Holder from participating in accordance with the terms of an Exchange Offer for or if such Holder does not receive freely tradeable Exchange Notes on or prior pursuant to the 30th Business Day Exchange Offer or if for any reason the Exchange Offer is not consummated within 150 days of the Closing Time, and if by 150 days after the Effectiveness Deadline or Closing Time a Notes Shelf Registration Statement is not declared effective (Beach such event referred to in clauses (i) if applicablethrough (iii) above, a "Registration Default"), the interest rate borne by all Registrable Notes shall be increased ("Additional Interest") by one-half of one percent per annum during the first 90-day period immediately following the occurrence of such Registration Default. In addition, such rate of Additional Interest shall be increased by an additional one-half of one percent per annum for each 90-day period that any Additional Interest continues to accrue pursuant to this Section 2(e); provided that the aggregate increase in such interest rate pursuant to this Section 2(e) will in no event exceed two percent per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease and the interest rate borne by all Registrable Notes shall revert to the original rate. In the event that the Notes Shelf Registration Statement has been declared effective and such Shelf Registration Statement subsequently ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of Period, or if such Notes Shelf Registration Statement if was filed solely at the Issuer’s management determines request of the Purchasers pursuant to do so for valid business reasonsSection 2(b)(iv) hereof, including circumstances relating one year after the date of issuance of the Notes (in each instance, subject to pending corporate developments and similar events or filings with extension pursuant to the SEClast paragraph of Section 3 hereof), for a period not to exceed an aggregate in excess of 90 days in any twelve-month perioddays, and without specifying whether or not consecutive, during the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”)term hereof, then additional the interest (“Additional Interest”) will accrue on rate borne by the principal amount of Notes or the Transfer Restricted Notes of Private Exchange Notes, as the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Defaultcase may be, which rate will shall be increased by an additional 0.25% one-half of one percent per annum on the 91st day such Notes Shelf Registration Statement ceases to be effective. Such interest rate shall be increased by an additional one-half of one percent per annum for each subsequent 90-day period thereafter additional 90 days that such Additional Interest continues Notes Shelf Registration Statement is not effective, subject to accrue; provided that the rate at which such Additional Interest accrues may an aggregate maximum increase in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on rate per annum of two percent. Upon the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series effectiveness of Transfer Restricted a Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not interest rate borne by the Notes or the Private Exchange Notes, as the case may be, shall be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities reduced to the Holders under original interest rate unless and until increased as described in this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer paragraph. The Issuers shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) "). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Notes or of Private Exchange Notes, as the case may be, on or before the Notes of such Seriesapplicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the record Holder of Notes of entitled to receive the interest payment to be paid on such Series with respect to which Additional Interest is due and owingdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date. The Issuers agree to use their best efforts to seek and obtain all registrations, approvals and consents of any governmental agency or body, including but not limited to the Central Bank of Brazil, to permit the lawful payment by the Issuers of the Additional Interest provided for herein.
Appears in 1 contract
Sources: Notes Registration Rights Agreement (Paging Network Do Brazil Sa)
Additional Interest. The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof, and that it is not feasible to ascertain the extent of such damages. Accordingly, additional interest (a"Additional Interest") In shall become payable in respect of the Securities and the New Securities affected thereby, not as a penalty but as liquidated damages, if any of the following events occurs (each such event that:described in clauses (i) through (iii) below, a "Registration Default"):
(i) neither an in the event that the Company is permitted under the law and currently prevailing interpretations of the Commission's staff to effect the Registered Exchange Offer and (A) the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC Commission on or prior to the Effectiveness Deadline; or
90th day following the Issue Date, (ii) (AB) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes Registration Statement is not declared effective on or prior to the 30th Business Day after 180th day following the Effectiveness Deadline Issue Date, or (C) the Registered Exchange Offer is not consummated on or prior to the 225th day following the Issue Date;
(ii) in the event the Company is required to file a Shelf Registration Statement and the Shelf Registration Statement (A) is not filed with the Commission on or prior to the date specified in Section 3, or (B) if applicable, is not declared effective by the Shelf Commission on or prior to the date specified in Section 3; or
(iii) after a Registration Statement has been is declared effective and effective, (A) such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Exchange Offer Registration Period or the Shelf Registration Period, as applicable, or (provided that B) such Registration Statement or the Issuer will related Prospectus ceases to be permitted to suspend the use useable in connection with resales of the prospectus that is part Securities or New Securities covered by such Registration Statement prior to the end of such the Exchange Offer Registration Period or the Shelf Registration Statement if Period, as applicable (whether or not as a result of a determination by the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings Company in accordance with the SEC, for a period not proviso to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of Section 4(k)). In the event giving rise to of a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses Registration Default under clause (i) or (ii)) above, a “Additional Interest shall accrue on each series of the Securities and New Securities affected thereby over and above the interest rate set forth in the title to such series of Securities and New Securities from and including the next day following each such Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series in each case at a rate of equal to 0.25% per annum annum. The Additional Interest attributable to a Registration Default referred to in clause (i) or (ii) above shall cease to accrue once such Registration Default is cured. In the event of a Registration Default under clause (iii) above, if the aggregate number of days in any consecutive 12-month period for which the first 90 Registration Statement shall not be usable exceeds 60 days commencing in the aggregate, then Additional Interest shall accrue on each series of Securities and New Securities affected thereby over and above the interest rate set forth in the title to such series of Securities and New Securities from and including the next day following the Registration Default, which 60th such day at a rate will be increased by an additional equal to 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any aggregate Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders a series under this Agreement with respect Section 8 will in no event exceed 0.25% per annum. The Additional Interest attributable to any a Registration Default.
Default referred to in clause (biii) With respect above shall cease to each Series, the Issuer accrue once such Registration Default is cured. The Company shall notify the Trustee within three Business Days after each the occurrence of a Registration Default, and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed paid by depositing with the Trustee, in trust for the benefit of the Holders entitled to accrue from and including receive the day following Additional Interest, on or before the applicable Event Datesemi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due.
Appears in 1 contract
Additional Interest. (a) In the event that:
If (i) neither an Exchange Offer any of the Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective Statements required by this Agreement are not filed with the SEC Commission on or prior to the Effectiveness Deadline; or
date specified for such filing in Sections 3(a) and 4(a), as applicable, (ii) (A) any of such required Registration Statements have not been declared effective by the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes Commission on or prior to the 30th Business Day date specified for such effectiveness in Sections 3(a) and 4(a), as applicable, (each, an “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 business days, or longer, if required by federal securities laws, after the Effectiveness Deadline Target Date with respect to the Exchange Offer Registration Statement or (Biv) if applicable, the Shelf any Registration Statement has been required by this Agreement is declared effective and such Shelf Registration Statement ceases but shall thereafter cease to be effective at any time prior or usable in connection with resales of Transfer Restricted Securities without being succeeded within two (2) business days by a post-effective amendment to the end of the Effectiveness Period (provided such Registration Statement that the Issuer will be permitted to suspend the use of the prospectus cures such failure and that is part itself immediately declared effective (except as permitted in paragraph (b); such period of time during which any such Shelf Registration Statement if is not effective or any such Registration Statement or the Issuer’s management determines related Prospectus is not usable being referred to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for as a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders“Blackout Period”) (any each such event referred to in the foregoing clauses (i) or through (iiiv), a “Registration Default”), then the Issuers agree to pay additional interest (“Additional Interest”) will accrue on the to each Holder of Transfer Restricted Securities adversely affected by such Registration Default, in an amount equal to $.05 per week per $1,000 principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for Securities held by such Holder with respect to the first 90 days commencing on the 90-day period immediately following the occurrence of such Registration Default, which rate will be increased . The amount of Additional Interest shall increase by an additional 0.25% $.05 per annum for week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period thereafter that such (or portion thereof) until all Registration Defaults have been cured, up to a maximum amount of Additional Interest continues to accrueof $.50 per week per $1,000 principal amount of Transfer Restricted Securities; provided that the rate at which such Additional Interest accrues may Issuers shall in no event exceed 0.50% per annum), be required to but excluding the date on which the pay Additional Interest for more than one Registration Default at any given time. All accrued Additional Interest shall be paid to Record Holders by the Issuers in the same manner as interest is paid under the Notes. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Additional Interest with respect to such Series has been curedTransfer Restricted Securities will cease. Additional Interest will be paid semi-annually in arrears with the interest payment due calculated based on the first interest payment date following the date on which actual number of days such Additional Interest begins was applicable during the week.
(b) A Registration Default referred to accruein Section 5(a)(iv) shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related Prospectus if (i) the Blackout Period has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Issuers where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other material events with respect to the Issuers that would need to be described in such Registration Statement or the related Prospectus and (ii) in the case of clause (y), the Issuers are proceeding promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the Registration Statement) such Registration Statement and the related Prospectus to describe such events; provided, however, that (1) in any case if such Blackout Period occurs for a continuous period in excess of 30 days, a Registration Default shall be deemed to have occurred on the 31st day of such Blackout Period and Additional Interest applicable shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured or until the Issuers are no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the related Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the aggregate of any 12-month period. All payment obligations of the Issuers set forth in this section that are outstanding with respect to any Series of Transfer Restricted Notes may not accrue under more than one of Security at the foregoing clauses (i) and (ii) time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such Series at any one time, and security shall have been satisfied in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultfull.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (CBD Holdings Finance Inc.)
Additional Interest. (a) In the event thatIf:
(i) neither an Exchange Offer Registration Statement nor a the Shelf Registration Statement covering a Series of Notes is has not been filed with the Commission prior to or on the Shelf Filing Deadline,
(ii) the Shelf Registration Statement has not been declared effective by the SEC on or Commission prior to or on the Effectiveness Deadline; orTarget Date,
(iiiii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior subject to the 30th Business Day after the Effectiveness Deadline or (Bprovisions of Section 4(b)(i) if applicablehereof, the Shelf Registration Statement has been is filed and declared effective but, during the Effectiveness Period and such Shelf Registration Statement ceases after the Effectiveness Target Date, shall thereafter cease to be effective at any time prior (without being succeeded immediately by an additional registration statement filed and declared effective) or fail to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so usable for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, its intended purpose for a period not to of time (including any Suspension Period) that shall exceed an aggregate of 90 30 days in the aggregate in any twelve3-month period, and without specifying period or 60 days in the nature of the event giving rise to a suspension aggregate in any notice of suspension provided to the Holders) 365-day period (any each such event referred to in the foregoing clauses (i) or through (iiiii), a “"Registration Default”"), then the Issuer hereby agrees to pay additional interest (“"Additional Interest”") will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the Registration Default to but excluding the day on which the Registration Default has been cured in an amount equal to:
(A) with respect to such Holder's Convertible Notes, for the first 90-day period during which a Registration Default shall have occurred and be continuing but excluding the day on which all Registration Defaults have been cured, an amount equal to 0.25% per annum on the applicable Event Dateprincipal amount of such Holder's then outstanding and not converted Convertible Notes, increasing to an amount per annum on the applicable principal amount of such Holder's then outstanding and not converted Convertible Notes equal to 0.50% on the 91st day, provided that in no event shall the aggregate Additional Interest pursuant to this clause accrue at a rate per annum exceeding 0.50% of the sum of the applicable principal amount of the then outstanding Convertible Notes;
(B) with respect to such Holder's Common Stock issued upon conversion of Convertible Notes for the first 90-day period during which a Registration Default shall have occurred and be continuing but excluding the day on which all Registration Defaults have been cured, an amount equal to 0.25% per annum on the applicable principal amount of such Holder's converted Convertible Notes, increasing to an amount per annum on the applicable principal amount of such Holder's converted Convertible Notes equal to 0.50% on the 91st day, provided that in no event shall the aggregate Additional Interest pursuant to this clause accrue at a rate per annum exceeding 0.50% of the sum of the applicable principal amount of the then converted Convertible Notes; provided that for purposes of this section the term "applicable principal amount" means, as of any date of determination, with respect to each $1,000 principal amount at issuance of Convertible Notes, the Accreted Principal Price (as defined in the Indenture) with respect to such Convertible Notes through the date of determination.
(b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Issuer on each Additional Interest Payment Date by wire transfer of immediately available funds or by federal funds check; provided that any Additional Interest accrued with respect to any Registrable Securities or portion thereof called for redemption on a redemption date or converted into Common Stock on a conversion date prior to the Additional Interest Payment Date shall, in any such event, be paid instead to the Holder who submitted such Convertible Note or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversions). Following the cure of all Registration Defaults relating to any particular Convertible Note or share of Common Stock, the accrual of Additional Interest with respect to such Convertible Note or share of Common Stock will cease. ` The Trustee shall be entitled, on behalf of Holders of Convertible Notes, to seek any available remedy for the enforcement of this Agreement, including for the payment of any Additional Interest. All obligations of the Issuer set forth in this Section 3 that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such Registrable Security shall have been satisfied in full. The parties hereto agree that the Additional Interest provided for in this section constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Shelf Registration Statement to be filed or declared effective or available for effecting resales of Registrable Securities in accordance with the provisions hereof.
Appears in 1 contract
Additional Interest. (a) In the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or
(ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicableIf, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Securities (including any Securities issued pursuant to the end Initial Purchasers’ over-allotment option to purchase additional Securities provided in the Purchase Agreement), the Company fails to timely file any document or report that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Effectiveness Period Exchange Act, as applicable (provided that the Issuer will be permitted after giving effect to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments all applicable grace periods thereunder and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelveother than reports on Form 8-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (iiK), or the Securities are not otherwise freely tradable by Holders that are not the Company’s Affiliates and that were not the Company’s Affiliates within the three immediately preceding months (as a “Registration Default”result of restrictions pursuant to U.S. securities law), then additional interest (“the Company shall pay Additional Interest”) will accrue Interest on the Securities at a rate of 0.50% per annum of the principal amount of Securities outstanding for each day during such period for which the Transfer Restricted Notes Company’s failure to file has occurred and is continuing or the Securities are not otherwise freely tradable by Holders, other than the Company’s Affiliates or Holders that were Affiliates of the applicable Series at a rate of 0.25% per annum for Company within the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultthree immediately preceding months.
(b) With respect In no event shall Additional Interest (including any Additional Interest that may accrue as a result of the Company’s failure to comply with its reporting obligations in this Indenture, that are set forth in Section 4.03) accrue at a rate per year in excess of 0.50% pursuant to this Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest.
(c) Notwithstanding the foregoing, no Additional Interest shall accrue or be payable under this Section 4.09 for each Series, the Issuer shall notify the Trustee within three Business Days after each and every date day on which the Company makes available to Holders an event occurs in respect effective registration statement permitting the resale of which the Securities and the shares of Common Stock issued upon conversion thereof. After the Company has made available such an effective registration statement, if any, during the six-month period described above, no further Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable under this Section 4.09.
(d) Additional Interest payable in accordance with Section 4.09(a) shall be payable in arrears on each Interest Payment Date for the Securities following accrual in the same manner as regular interest payment date on the Securities.
(e) In the event that the Company is required or if, in case of a failure by the applicable series affected thereby Company to comply with its reporting obligations in this Indenture that are set forth in Section 4.03, the Company so elects, to pay Additional Interest to Holders of Securities (whether pursuant to this Section 4.09 or Section 6.02(b)), the Company shall provide written notice (“Additional Interest Notice”) to the Holder Trustee of Notes of such Series with respect to which Additional Interest is due and owing. Each its obligation to pay Additional Interest no later than 15 calendar days prior to the proposed payment date for the Additional Interest. Each Additional Interest Notice shall set forth the amount of Additional Interest to be deemed paid by the Company on such payment date. The Trustee shall not at any time be under any duty or responsibility to accrue from and including any Holder to determine the day following amount of Additional Interest, or with respect to the applicable Event Datenature, extent or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.
Appears in 1 contract
Sources: Indenture (Tivo Inc)
Additional Interest. (a) In The Company and the event thatInitial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional interest on the Notes ("Additional Interest") under the circumstances set forth below:
(i) neither an if the Exchange Offer Registration Statement nor a or the Initial Shelf Registration has not been filed on or prior to the Filing Date;
(ii) if the Exchange Registration Statement covering a Series of Notes is or the Initial Shelf Registration has not been declared effective by the SEC on or prior to the Effectiveness DeadlineDate; or
(iiiii) if either (A) the Issuer Company has not exchanged the Exchange Notes for all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an the Exchange Offer for Exchange Notes on or prior to the 30th Business Day 60 days after the Effectiveness Deadline date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Exchange Registration Statement has been declared effective and such Shelf Registration Statement then ceases to be effective at any time prior to the end of the Effectiveness Period (provided time that the Issuer will be permitted to suspend Exchange Offer is consummated or (C) if applicable, the use of the prospectus that is part of Shelf Registration has been declared effective and such Shelf Registration Statement if ceases to be effective at any time during the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) Effectiveness Period; (any each such event referred to in the foregoing clauses (i) or through (ii), iii) above is a “"Registration Default”"), then additional the sole remedy available to holders of the Notes will be the immediate accrual of Additional Interest as follows: the per annum interest (“Additional Interest”) will accrue rate on the principal amount of Notes will increase by 50 basis points; and the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which interest rate will be increased increase by an additional 0.25% per annum 25 basis points for each subsequent 90-day period thereafter that (on the day following such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on period) during which the Registration Default with respect remains uncured, up to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the a maximum additional interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; rate of 200 basis points per annum, provided, however, that (1) upon the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one filing of the foregoing clauses Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Periodabove), (2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration (in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and case of (ii) above) or (3) upon the Issuer exchange of Exchange Notes for all Notes validly tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Notes as a result of such clause (i), (ii) or (iii) (or the relevant subclause thereof), as the case may be, shall cease to accrue and the interest rate on the Notes will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by the Notes.
(b) With respect to each Series, the Issuer The Company shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) on the Notes of such Series"). Any amounts of Additional Interest due shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each interest payment February 15 and August 15 (to the Holders of record on the February 1 and August 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue, by depositing with the Trustee, in trust for the benefit of such Holders, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the applicable series affected thereby to Registrable Notes, multiplied by a fraction, the Holder numerator of Notes which is the number of days such Series with respect to which Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date360.
Appears in 1 contract
Sources: Note Registration Rights Agreement (Renaissance Cosmetics Inc /De/)
Additional Interest. (a) In the event thatIf:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes at any time during the six-month period beginning on, and including, the date which is declared effective by six months after the last date on which any Securities are originally issued under this Indenture, (A) the Company fails to timely file any document or report that it is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or prior (B) the Securities are not otherwise freely tradable by Holders who are not Affiliates of the Company (as a result of restrictions pursuant to U.S. securities law or the Effectiveness Deadline; terms of this Indenture or the Securities), or
(ii) (A) as of the Issuer date that is one year after the last date on which any Securities are originally issued under this Indenture, the Restrictive Legend on the Securities has not exchanged all Transfer Restricted Notes been removed or the Securities are not otherwise freely tradable by Holders who are not Affiliates of a Series of Notes validly tendered in accordance with the Company (without restrictions pursuant to U.S. securities law or the terms of an Exchange Offer for Exchange Notes on this Indenture or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the HoldersSecurities) (any each such event referred to in the foregoing clauses (i) or and (ii), a “Registration Restricted Transfer Default”), and the Company has not cured any such Restricted Transfer Default by the date that is 14 calendar days following the occurrence of such Restricted Transfer Default (such date, the “Restricted Transfer Triggering Date”), then additional interest (“the Company will be required to pay Additional Interest”) Interest in cash on the Securities. Additional Interest on the Securities will accrue on with respect to the first 90-day period (or portion thereof) following the Restricted Transfer Triggering Date for each day that a Restricted Transfer Default is continuing at a rate equal to 0.25% per annum of the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration DefaultSecurities, which rate will be increased increase by an additional 0.25% per annum of the principal amount of the Securities for each subsequent 90-day period thereafter that such (or portion thereof) while a Restricted Transfer Default is continuing until all Restricted Transfer Defaults have been cured, up to a maximum of 0.50% of the principal amount of the Securities. Following the cure of all Restricted Transfer Defaults, the accrual of Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest arising from Restricted Transfer Defaults will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultcease.
(b) With respect Additional Interest payable in accordance with Sections 7.16(a) shall be payable in arrears on each Interest Payment Date for the Securities following accrual in the same manner as regular interest on the Securities.
(c) Notwithstanding the foregoing, if the Restrictive Legend on the Securities has not been removed pursuant to each SeriesSection 2.18 or the Securities are not otherwise freely tradable by Holders other than the Company’s Affiliates (as a result of restrictions pursuant to U.S. securities law or the terms of this Indenture or the Securities), the Issuer Company shall notify have the Trustee within three Business Days right to designate an effective shelf registration statement for the resale by the Holders of the Securities or holders of any shares of Common Stock issuable upon conversion of the Securities. Additional Interest shall not accrue for each day on which such registration statement remains effective and usable by Holders for the resale of the Securities or any shares of Common Stock. Any such registration shall be effected on terms customary for convertible securities generally offered in reliance upon Rule 144A under the Securities Act.
(d) During the period of one year after each and every the last date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date any of the applicable series affected thereby to Securities are originally issued, the Holder Company will not, and will not permit any of Notes its “affiliates” (as defined in Rule 144 under the Securities Act) to, resell any of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event DateSecurities that have been reacquired by any of them.
Appears in 1 contract
Additional Interest. (a) In the event thatIf either:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series at any time during the six-month period beginning on, and including, the date that is six months after the last date of Notes original issuance of the Securities (including any Securities issued pursuant to the Initial Purchasers’ option to purchase additional Securities provided in the Purchase Agreement), (x) the Company fails to timely file any document or report that the Company is declared effective by required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or prior (y) the Securities are not otherwise freely tradable by Holders that are not the Issuer’s Affiliates and that were not the Issuer’s Affiliates within the three immediately preceding months (as a result of restrictions pursuant to U.S. securities law or this terms of this Indenture or the Effectiveness Deadline; Securities), or
(ii) at any time after the first anniversary of the last date of original issuance of the Securities (A) including any Securities issued pursuant to the Issuer has Initial Purchasers’ option to purchase additional Securities provided in the Purchase Agreement), the restrictive legend on a Holder’s Securities is not exchanged all Transfer Restricted Notes removed in response to a prior request from a Holder, or the Securities are not otherwise freely tradable by Holders that are not the Issuer’s Affiliates and that were not the Issuer’s Affiliates within the three immediately preceding months (as a result of a Series of Notes validly tendered in accordance with restrictions pursuant to U.S. securities law or the terms of an Exchange Offer for Exchange Notes on this Indenture or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the HoldersSecurities) (any each event referred to in the foregoing clauses clause (i) or (ii), ) being a “Registration Restricted Transfer Default”), and the Company has not cured any such Restricted Transfer Default within 14 calendar days following the occurrence of such Restricted Transfer Default (that date being the “Restricted Transfer Triggering Date”), then additional interest (“the Issuer shall pay Additional Interest”) Interest in cash on the Holders’ Securities until the Restricted Transfer Default is cured. Additional Interest on the Securities will accrue on with respect to the principal amount of first 90-day period (or portion thereof) following the Restricted Transfer Restricted Notes of Triggering Date at the applicable Series at a rate of 0.25% per annum for of the first 90 days commencing on the day following the Registration Defaultprincipal amount of Securities, which rate will be increased increase by an additional 0.25% per annum of the principal amount of the Securities for each subsequent 90-day period thereafter that such Additional Interest continues (or portion thereof) until all Restricted Transfer Defaults have been cured, up to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed a maximum of 0.50% per annum)annum of the principal amount of the Securities. Following the cure of all Restricted Transfer Defaults, the accrual of Additional Interest arising from Restricted Transfer Defaults shall cease and the interest rate shall revert to but excluding the date on which the Registration Default with respect to such Series has been curedoriginal rate. Additional Interest will be paid semi-annually payable in arrears with on each Interest Payment Date following accrual in the same manner as regular interest payment due on the first Securities.
(b) The Additional Interest that is payable as a result of the occurrence of a Restricted Transfer Default as described in Section 4.09(a) will be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Issuer’s election to pay additional interest payment date following arising under Section 6.02(b) for up to 180 days in lieu of allowing the date on notes to be accelerated as a result of the occurrence of an Event of Default for a failure to comply with Section 4.03; provided that, in the case of Additional Interest that may accrue and be payable pursuant to a Restricted Transfer Default which results from the occurrence of an event that also triggers Additional Interest to accrue and be payable under Section 6.02(b) for a failure to comply with Section 4.03, Additional Interest that may accrue and be payable pursuant to such Restricted Transfer Default shall not be in addition to (and shall be replaced by) any Additional Interest that may accrue or be payable under Section 6.02(b) for a failure to comply with Section 4.03 once such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable accrue and be payable pursuant to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration DefaultSection 6.02(b).
(bc) With respect Notwithstanding the foregoing, no Additional Interest shall accrue or be payable under this Section 4.09 for each day on which the Issuer makes available to each SeriesHolders an effective registration statement permitting the resale of the Securities and the shares of Common Stock issued upon exchange thereof. After the Issuer has made available such an effective registration statement, if any, during the six-month period described above, no further Additional Interest shall be payable under this Section 4.09.
(d) In the event that the Issuer is required to pay Additional Interest on Securities pursuant to this Section 4.09, the Issuer shall notify provide written notice (“Additional Interest Notice”) to the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each its obligation to pay Additional Interest no later than 15 calendar days prior to the proposed Interest Payment Date for the Additional Interest. Each Additional Interest Notice shall set forth the amount of Additional Interest to be deemed paid by the Issuer on such Interest Payment Date. The Trustee shall not at any time be under any duty or responsibility to accrue from and including any Holder to determine the day following amount of Additional Interest, or with respect to the applicable Event Datenature, extent or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.
Appears in 1 contract
Sources: Indenture (Toll Brothers Inc)
Additional Interest. (a) In If, at any time during the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes six-month period beginning on, and including, the date which is declared effective by six months after the Last Original Issuance Date and ending on the Free Trade Date, the Company fails to timely file any periodic report that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to any applicable extensions under Rule 12b-25 under the Exchange Act and other than current reports on Form 8-K), or prior the Notes are not otherwise Freely Tradable, including pursuant to Rule 144 under the Effectiveness Deadline; or
Securities Act, by Holders other than “affiliates” (iiwithin the meaning of Rule 144) of the Company or Holders that were “affiliates” (Awithin the meaning of Rule 144) of the Issuer has not exchanged all Transfer Restricted Notes Company during the three months immediately preceding the date of the proposed transfer (as a Series result of Notes validly tendered in accordance with restrictions pursuant to U.S. securities laws or the terms of an Exchange Offer for Exchange Notes on this Indenture or prior to the 30th Business Day after Notes) the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Company shall pay Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series Interest at a rate of 0.250.50% per annum for on the Notes, accruing from the due date of the first 90 missed filing that gives rise to such obligation and continuing through the earlier of (i) the Free Trade Date and (ii) the date all such missed filings have been made.
(b) In addition, if the Notes or the shares of Common Stock issuable upon conversion of the Notes do not become Freely Tradable by no later than the date 15 calendar days commencing following the Free Trade Date (or the next succeeding Business Day if such 15th calendar day is not a Business Day), the Company will pay Additional Interest on the day following the Registration Default, which Notes at a rate will be increased by an additional 0.25of 0.50% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that from, and including, the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding Free Trade Date and until the date on which the Registration Default Notes and the shares of Common Stock issuable upon conversion of the Notes become Freely Tradable.
(c) Any Additional Interest payable pursuant to this Section 4.03 will be in addition to any Additional Interest payable pursuant to Section 6.02(b). Whenever Additional Interest is accruing on a Regular Record Date, the Company will pay all accrued and unpaid Additional Interest to the Holders of record on such Regular Record Date on the corresponding Interest Payment Date. If Additional Interest is not accruing on a Regular Record Date, but has accrued since the immediately preceding Regular Record Date, the Company shall pay any accrued and unpaid Additional Interest on the Interest Payment Date corresponding to the later Regular Record Date to Holders of record on such later Regular Record Date. In the event that the Company is required to pay Additional Interest to Holders, the Company shall provide a direction or order in the form of a written notice to the Paying Agent of the Company’s obligation to pay such Additional Interest no later than three Business Days prior to the date on which any such Additional Interest is scheduled to be paid. Such notice shall set forth the amount of Additional Interest to be paid by the Company on such payment date and direct the Paying Agent to make payment to the extent it receives funds from the Company to do so. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine whether the Additional Interest is payable, or with respect to the nature, extent or calculation of the amount of the Additional Interest owed, or with respect to the method employed in such Series has been curedcalculation of the Additional Interest. The accrual of Additional Interest will be paid semi-annually in arrears with the interest payment due exclusive remedy available to Holders for the failure of the Notes to become Freely Tradable on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Free Trade Date.
Appears in 1 contract
Sources: Indenture (Castle a M & Co)
Additional Interest. (a) In If, during an Elevated Compliance Period, the event that:
Consolidated Leverage Ratio of the Company exceeds as of the end of any fiscal quarter (such date, the “Calculation Date”) (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or
December 28, 2018, 3.25 to 1.00 or (ii) as of the end of any fiscal quarter ending after December 28, 2018, 3.00 to 1.00 (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if as applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration DefaultElevated Leverage”), then additional as evidenced by an Officer’s Certificate delivered pursuant to Section 7.2(a), the interest (“Additional Interest”) will accrue rate payable on the principal amount each series of Notes shall be increased, as of the Transfer Restricted Notes of the applicable Series at a rate of 0.25date set forth in this Section 1.2, by 0.75% per annum for (the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional “Incremental Interest”). The Incremental Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due shall become effective on the first interest payment date Business Day of the fiscal quarter immediately following the date on Calculation Date in which the certificate delivered pursuant to Section 7.2 demonstrated Elevated Leverage as of such Additional Interest begins to accrue; Calculation Date (provided, however, that (1) if such certificate is not delivered when due, then the Additional Incremental Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one shall apply as of the foregoing clauses first Business Day of the fiscal quarter occurring during an Elevated Compliance Period after the date in which such ▇▇▇▇▇▇ Engineering Group Inc. Note Purchase Agreement certificate was required to have been due and remain in effect until the date in which such certificate is delivered; provided that, if such certificate shall demonstrate that there was no Elevated Leverage as of the end of such fiscal quarter for which such certificate has been delivered, the Incremental Interest shall not apply) and shall cease to be effective on the earlier of (i) expiration of such Elevated Compliance Period and (ii) with respect the first Business Day of the fiscal quarter immediately following the Calculation Date for which a certificate is delivered pursuant to Section 7.2 demonstrating that the Consolidated Leverage Ratio as of such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder Calculation Date is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and more than (3x) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultdate on or prior to December 28, 2018, 3.25 to 1.00 or (y) with respect to any date after December 28, 2018, 3.00 to 1.00. Any Incremental Interest that is due hereunder shall be payable to each holder of a Note on the same dates that any other interest payment thereunder is due. The Company will provide, or cause the Paying Agent to provide, holders of the Notes calculations demonstrating the amount of Incremental Interest to be paid for each Note in conjunction with the payment thereof.
(b) With respect to each SeriesFor avoidance of doubt, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs no Incremental Interest will be used in respect calculating any Make-Whole Amount. Furthermore, payment of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional any Incremental Interest due shall be payable on each interest payment date is not a waiver of the applicable series affected thereby to the Holder any Default or Event of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event DateDefault hereunder.
Appears in 1 contract
Sources: Note Purchase Agreement (Jacobs Engineering Group Inc /De/)
Additional Interest. (a) In The parties hereto acknowledge that the Holders of New Notes or Exchange Notes, as the case may be, will suffer damages if the Issuers fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that:
(i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC has not been filed on or prior to the Effectiveness Deadline; or90th day following the Settlement Date;
(ii) (A) the Issuer Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes been declared effective on or prior to the 30th Business Day after 180th day following the Effectiveness Deadline or Settlement Date;
(Biii) if applicable, neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective and on or prior to the 210th day following the Settlement Date; or
(iv) after either the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective, such Shelf Registration Statement ceases to be effective at any time prior to or usable in connection with the end Registered Exchange Offer or resales of the Effectiveness Period (provided that the Issuer will New Notes during a period in which it is required to be permitted to suspend the use of the prospectus that is part of such Shelf effective hereunder without being succeeded immediately by any additional Registration Statement if or post-effective amendment covering the Issuer’s management determines to do so for valid business reasonsNew Notes or the Exchange Notes, including circumstances relating to pending corporate developments as the case may be, which has been filed and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) declared effective; (any each such event referred to in the foregoing clauses (i) or through (iiiv), a “"Registration Default”"), then additional interest (“"Additional Interest”") will accrue on the principal amount of the Transfer Restricted New Notes and the Exchange Notes, respectively (in addition to the stated interest on the New Notes and the Exchange Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the applicable Series then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum for during the 90-day period immediately following such first 90 days commencing on the day following the occurrence of a Registration DefaultDefault and while any such Registration Default has occurred and is continuing, which rate will be increased and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period thereafter that such Additional Interest continues up to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed a maximum of 0.50% per annum)annum with respect to all Registration Defaults, to but excluding until the date on which all of the Registration Default with respect filings, declarations of effectiveness and consummations referred to such Series has in the preceding sentence have been cured. Additional Interest will be paid semi-annually in arrears with achieved, on which date the interest payment due rate on the first interest payment date following New Notes and the date on which such Additional Interest begins to accrue; providedExchange Notes, howeverrespectively, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by such notes.
(b) With respect to each Series, the Issuer The Issuers shall notify the Trustee within three Business Days after or the Exchange Notes Trustee, as applicable, immediately upon their knowledge the happening of each and every date on which an event occurs in respect of which Registration Default. The Issuers shall pay the Additional Interest is required to be paid (an “Event Date”) due on the New Notes or Exchange Notes, as the case may be, by depositing with the Trustee or the Exchange Notes Trustee, as applicable (which in either case shall not be any of such Seriesthe Issuers for these purposes), in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture or the Exchange Notes Indenture, as applicable, sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date specified by the Indenture or the Exchange Notes Indenture, as applicable, to the record holders entitled to receive the interest payment to be made on such date.
(c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the applicable series affected thereby to damages that will be suffered by Holders of New Notes or Exchange Notes by reason of the Holder happening of Notes any Registration Default.
(d) All of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest the Issuers' obligations set forth in this Section 5 shall be deemed to accrue from and including survive the day following the applicable Event Datetermination of this Agreement.
Appears in 1 contract
Additional Interest. In the event that either,
(a) In the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC on or prior to the Effectiveness Deadline; or120th calendar day following the Closing Date, or a Shelf Registration Statement is not filed with the SEC prior to the dates specified for such filing in Section 2.2 hereof;
(ii) (Ab) the Issuer Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes SEC under the 1933 Act on or prior to the 30th Business Day 180th calendar day following the Closing Date, or a Shelf Registration Statement is not declared effective by the SEC under the 1933 Act on or prior to the 180th day after such filing obligation arises,
(c) the Effectiveness Deadline Exchange Offer is not consummated within 222 days following the Closing Date,
(d) a Shelf Registration Statement is declared effective but thereafter, during the period for which the Company and the Subsidiary Guarantors are required to maintain the effectiveness of such Shelf Registration Statement, it ceases to be effective or usable in connection with the resale of the Notes covered by such Shelf Registration Statement, or
(e) the Exchange Offer Registration Statement is declared effective, but thereafter, during the Broker Prospectus Period, it ceases to be effective (or the Company or any Subsidiary Guarantor restricts the use of the prospectus included therein) (each such event referred to in these clauses (a) through (e) above, a "REGISTRATION Default"), then, the interest rate borne by the Transfer Restricted Notes shall be increased by one-quarter of one percent (0.25%) per annum with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, which rate will increase by an additional one quarter of one percent (0.25%) per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, provided that the maximum aggregate increase in the interest rate on the Transfer Restricted Notes will in no event exceed one percent (1.00%) per annum (the "ADDITIONAL INTEREST"). Following the cure of all Registration Defaults the accrual of Additional Interest will cease and the interest rate on the Transfer Restricted Notes will revert to the original rate. Notwithstanding the foregoing, any Registration Default specified in clause (a), (b) or (Bc) if applicable, of this Section that relates to the Exchange Offer Registration Statement or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement has been is declared effective by the SEC, or earlier upon the cure of the Registration Default described therein. If the Shelf Registration Statement is unusable by the Holders whose Transfer Restricted Notes are covered thereby for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 30 days in the aggregate, then the interest rate borne by such Holders' Notes will be increased by one-quarter of one percent (0.25%) per annum for the first 90-day period (or portion thereof) beginning on the 31st day in any consecutive twelve-month period that such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Defaultusable, which rate will shall be increased by an additional one-quarter of one percent (0.25% %) per annum for at the beginning of each subsequent 90-day period thereafter that such Additional Interest continues to accrue; (or portion thereof) in any consecutive twelve-month period during which the Shelf Registration Statement is unusable, provided that the maximum aggregate increase in the interest rate at which on such Additional Interest accrues may Holder's Notes will in no event exceed 0.50% one percent (1.00%) per annum). Any amounts payable under this paragraph shall also be deemed "ADDITIONAL INTEREST" for purposes of this Agreement. Upon any such Shelf Registration Statement once again becoming usable, the interest rate borne by the Notes will be reduced to but excluding the date on which the original interest rate if no other Registration Default with respect to shall be continuing at such Series has been curedtime. Additional Interest will shall be paid semi-annually in arrears with the interest payment due computed based on the first interest payment date following actual number of days elapsed in each 90-day period in which the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and Statement is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer unusable. The Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series"EVENT DATE"). Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Additional Interest. (a) In The Company and the event that:
Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay as liquidated damages additional interest on the Securities of a particular series (“Additional Interest”) if (i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series with respect to the Securities of Notes such series is declared effective by the SEC not consummated on or prior to the Effectiveness Deadline; or
365th day following the Issue Date, (ii) (A) the Issuer Company is required to file a Shelf Registration Statement with respect to the Securities of such series pursuant to Section 2(c), and such Shelf Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes become or been declared effective on or prior to the 30th Business Day later of (x) the 365th day after the Effectiveness Deadline Issue Date or (By) the 120th day after the delivery of a Shelf Notice, or (iii) if applicable, the a Shelf Registration Statement with respect to the Securities of such series has become or been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of during the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (iiiii), a “Registration Default”), then additional interest (“Additional Interest”) will Interest shall accrue on the principal amount of the Transfer Restricted Notes affected series of the applicable Series Securities at a rate of 0.25% per annum for the first 90 days commencing on the 90-day period immediately following the occurrence of the Registration DefaultDefault with respect to the Securities of such series, which rate will be increased increasing by an additional 0.25% per annum for with respect to each subsequent 90-day period thereafter that such up to a maximum amount of Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50of 1.00% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following from and including the date on which such Registration Default occurred to, but excluding, the date on which all Registration Defaults with respect to the Securities of such series have been cured. Notwithstanding any other provisions of this Section 4, (I) the Company shall not be obligated to pay Additional Interest begins to accrue; provided, however, that provided in clause (1ii) or (iii) of this Section 4(a) during a Shelf Suspension Period and (II) the amount of Additional Interest applicable to any Series shall not increase as a result of Transfer Restricted Notes may not accrue under more than one of Registration Default having occurred and being pending at the foregoing clauses (i) and (ii) with respect to such Series at any one same time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer The Company shall promptly notify the Trustee within three five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series). Any amounts of Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which a series of Securities pursuant to this Section 4 will be payable in cash on the Interest Payment Dates specified in the Indenture and the applicable Securities. The amount of Additional Interest is due and owing. Each obligation to pay Additional Interest shall will be deemed to accrue from and including determined by the day following Company in a manner consistent with the applicable Event Datecalculation of interest under the Indenture.
Appears in 1 contract
Sources: Registration Rights Agreement (Martin Marietta Materials Inc)
Additional Interest. (a) In The Issuers and the event thatInitial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be possible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if:
(i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC not consummated on or prior to the Effectiveness Deadline240th day following the date of this Agreement, or, if that day is not a Business Day, the next day that is a Business Day; or
(ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been is required to be filed but is not declared effective and by the Commission within the time period specified in Section 3(b)(x), or is declared effective by such date but thereafter ceases to be effective or usable (unless the Shelf Registration Statement ceases to be effective at any time prior to or usable as specifically permitted by the end penultimate paragraph of the Effectiveness Period Section S hereof), (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or and (ii), ) a “Registration Default”), then additional cash interest (“Additional Interest”) will accrue on the principal amount affected Registrable Notes until the Exchange Offer is consummated or a Shelf Registration Statement is declared effective by the SEC or the date on which such Registrable Note ceases to be a Registrable Note or otherwise becomes freely transferable by Holders other than affiliates of the Transfer Restricted Notes of Issuers without further registration under the applicable Series at a Securities Act. The rate of Additional Interest will be 0.25% per annum for the first 90 days commencing on the 90-day period immediately following the occurrence of a Registration Default, which rate will be increased increasing by an additional 0.25% per annum for with respect to each subsequent 90-day period thereafter that such up to a maximum amount of Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50of 1.00% per annum), to but excluding from and including the date on which the any such Registration Default with respect to such Series has shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following cured or (2) the date on which such Registrable Note ceases to be a Registrable Note or otherwise becomes freely transferable by Holders other than affiliates of the Issuers without further registration under the Securities Act. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest begins for such subsequent Registration Default shall initially be 0.25% regardless of the rate in effect with respect to accrue; providedany prior Registration Default at the time of cure of such Registration Default and shall increase in the manner and be subject to the maximum Additional Interest rate contained in the preceding sentence. Notwithstanding the foregoing, however, that (1) the amount of Additional Interest applicable to any Series of Transfer Restricted Notes may payable shall not accrue under increase because more than one of the foregoing clauses (i) Registration Default has occurred and (ii) with respect to such Series at any one time, is pending and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder of Registrable Notes that is not able entitled to or does not provide the representations and information required in connection with a benefits of the Shelf Registration in a timely manner and is therefore Statement (e.g., such Holder has not named as a selling security holder in a Shelf Registration Statement, the Holder will elected to include information) shall not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities a Registration Default that pertains to the Holders under this Agreement with respect to any Shelf Registration DefaultStatement.
(b) With respect to each SeriesSo long as Notes remain outstanding, the Issuer Company shall notify the Trustee within three five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Seriesa Registration Default occurs. Any amounts of Additional Interest due shall pursuant to clauses (a)(i) or (a)(ii) of this Section 4 will be payable in cash semi-annually on each April 15 and October 15 (each a “Additional Interest Payment Date”), commencing with the first such date occurring after any such Additional Interest commences to accrue, to Holders to whom regular interest payment date of the applicable series affected thereby to the Holder of Notes of is payable on such Series Additional Interest Payment Date with respect to which Notes that are Registrable Notes. For all purposes of this Section 4, the amount of Additional Interest is due and owing. Each obligation to pay for each Registrable Note will be determined by multiplying the applicable rate of Additional Interest shall be deemed by the aggregate principal amount of such Registrable Note outstanding on the Additional Interest Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to accrue from a Registration Default (and including thereafter at the next succeeding Additional Interest Payment Date until the cure of such Registration Default), and multiplying the product of the foregoing by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day following year comprised of twelve 30-day months and, in the applicable Event Datecase of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) In The parties hereto agree that the holders of Transfer Restricted Notes will suffer damages if the Company fails to fulfill its obligations pursuant to Section 2 or Section 3, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that:
that (i) neither an Exchange Offer the applicable Registration Statement nor a Shelf is not filed with the SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement covering a Series of Notes is has not been declared effective by the SEC on or prior to the Effectiveness Deadline; or
date specified herein for such effectiveness after such obligation arises, (iiiii) (A) if the Issuer Exchange Offer is required to be Consummated hereunder, the Company has not exchanged Exchange Notes for all Transfer Restricted Notes of a Series of Notes validly tendered and not validly withdrawn in accordance with the terms of an the Exchange Offer for Exchange Notes on or prior to by the 30th Business Day after the Effectiveness Deadline Consummation Date or (Biv) if applicableexcept during a Shelf Blackout Period, the Shelf applicable Registration Statement has been is filed and declared effective and such Shelf Registration Statement ceases but shall thereafter cease to be effective at or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf additional Registration Statement if covering the Issuer’s management determines to do so for valid business reasonsNotes, including circumstances relating to pending corporate developments the Exchange Notes or the Private Exchange Notes, as the case may be, which has been filed and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) declared effective (any each such event referred to in the foregoing clauses (i) or through (iiiv), a “"Registration ------------ Default”"), then additional the interest (“Additional Interest”) will accrue rate on the principal amount of the Transfer Restricted Notes will increase ------- ("Additional Interest"), with respect to the first 90-day period immediately ------------------- following the occurrence of the applicable Series at a rate of 0.25such Registration Default, by 0.5% per annum for the first 90 days commencing on the day following the Registration Default, which rate and will be increased increase by an additional 0.250.5% per annum for with respect to each subsequent 90-day period thereafter that until such Additional Interest continues Registration Default has been cured, up to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50a maximum amount of 2.0% per annum), to but excluding the date on which the Registration Default annum with respect to such Series has been curedall Registration Defaults. Additional Interest will be paid semi-annually in arrears with Following the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series cure of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration StatementDefault, the Holder will not be entitled to receive any accrual of Additional Interest with respect to its Transfer Restricted Notes; such Registration Default will cease and (3) upon the Issuer cure of all Registration Defaults the interest rate will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultoriginal rate.
(b) With respect to each Series, the Issuer The Company shall notify the Trustee within three Business Days after and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every date on which an event occurs in respect of which Registration Default. The Company shall pay the Additional Interest is required to be paid (an “Event Date”) due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Company for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next interest payment date specified by the Indenture (or such Seriesother indenture), sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date of specified by the applicable series affected thereby Indenture (or such other indenture) to the Holder of Notes of record holders entitled to receive the interest payment to be made on such Series with respect to which Additional Interest is due and owingdate. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following applicable Registration Default.
(c) The parties hereto agree that the applicable Event DateAdditional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default.
Appears in 1 contract
Sources: Registration Rights Agreement (Unifi Communications Inc)
Additional Interest. (a) In From and after the event that:
date an Event of Default occurs and is continuing until all existing Events of Default have been cured or waived, interest ("EVENT OF DEFAULT INTEREST") in addition to the accrual of Original Issue Discount shall accrue at 2.0% per annum on a principal amount per Security equal to (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or Issue Price plus (ii) the Original Issue Discount plus (iii) any Additional Interest, in each case, with respect to (ii) and (iii), accrued to the date immediately prior to the Effectiveness Deadline; or
(ii) (A) date of the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms occurrence of an Exchange Offer for Exchange Notes on or prior to Event of Default. Such Event of Default Interest shall accrue from the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end date of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use occurrence of the prospectus that is part an Event of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for Default on a period not to exceed an aggregate semiannual bond equivalent basis using a 360-day year composed of 90 days in any twelvetwelve 30-month periodday months, and without specifying the nature shall automatically cease to accrue once all existing Events of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) Default have been cured or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultwaived.
(b) With respect From and after the date that the Consolidated Leverage Ratio has exceeded 5.18 to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date 1.0 as of the applicable series affected thereby end of the two consecutive fiscal quarters most recently then ended (the "EXCESS LEVERAGE DATE"), interest ("EXCESS LEVERAGE INTEREST") in addition to the Holder accrual of Notes of such Series Original Issue Discount shall accrue at 3.0% per annum on a principal amount per Security equal to (i) the Issue Price plus (ii) the Original Issue Discount plus (iii) any Additional Interest, in each case, with respect to (ii) and (iii), accrued to the date immediately prior to the Excess Leverage Date. Such Excess Leverage Interest shall accrue from the Excess Leverage Date on a semiannual bond equivalent basis using a 360-day year composed of twelve 30-day months, and shall automatically cease to accrue once the Consolidated Leverage Ratio no longer exceeds 5.18 to 1.0. If at any time following the end of a fiscal quarter during which Additional Excess Leverage Interest accrued and the Consolidated Leverage Ratio as of the end of such fiscal quarter is due less than or equal to 5.18 to 1.0, the Company shall deliver promptly, but in any event within five Business Days of the delivery by the Company to the Trustee of the financial information of the Company required pursuant to Section 4.02, a notice stating that Excess Leverage Interest ceased to accrue as of the end of the immediately preceding fiscal quarter, and owing. Each obligation to pay Additional the Excess Leverage Interest shall be deemed to have ceased to accrue from as of the end of such immediately preceding fiscal quarter.
(c) In the event that the Company would be required to accrue Event of Default Interest under Section 6.13(a) and including Excess Leverage Interest under Section 6.13(b), the day following Company shall accrue only Excess Leverage Interest for as long as it is required under Section 6.13(b). In no event shall the applicable Company concurrently accrue both Event Dateof Default Interest and Excess Leverage Interest.
(d) Notwithstanding the existence of any Event of Default that has not been cured or waived or the Consolidated Leverage Ratio exceeding 5.18 to 1.0, Additional Interest shall cease to accrue on any Security when the same becomes due and payable on the earlier to occur of (i) acceleration pursuant to Section 6.02, (ii) the Redemption Date and (iii) the Stated Maturity, upon declaration or otherwise.
Appears in 1 contract
Sources: Indenture (Hanover Compressor Co /)
Additional Interest. (a) In the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or
(ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered The Company will pay Additional Interest, if any, as set forth herein and in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end Section 7 of the Effectiveness Period (provided that the Issuer Registration Rights Agreement. The Company will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“pay Additional Interest”) will accrue , if any, semiannually in arrears on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been curedPayment Date. Additional Interest will The first semiannual payment shall be paid semi-annually in arrears with the interest payment due on the first interest payment date Additional Interest Payment Date following the date on which such Additional Interest begins to accrue; provided, however, that (1) and will accrue on the Notes at a rate per annum equal to 0.25% for the first 90-day period. The amount of Additional Interest applicable to any Series will increase by an additional per annum rate of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) 0.25% with respect to such Series at any one timeeach subsequent 90-day period until the satisfaction of certain conditions as set forth in the Registration Rights Agreement. Additional Interest, if any, shall be payable only to Holders who have duly returned a completed and signed Notice and Questionnaire in no event accordance with the Registration Rights Agreement. The Company will pay Additional Interest accrue after the Effectiveness Period(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of Additional Interest, if any, (2without regard to any applicable grace periods) from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The Company will pay Additional Interest, if a Holder any, on the Notes to Holders as required by the Registration Rights Agreement on the next Additional Interest Payment Date, even if such Notes are canceled on or before such Additional Interest Payment Date, except as provided in Section 6.1 of the Indenture with respect to defaulted interest. Payment of Additional Interest, if any, will be made, at the Company's option, either (a) by check mailed to the Holders at their addresses set forth on the Notice and Questionnaire (as defined in the Registration Rights Agreement) delivered to the Company in accordance with the provisions of the Registration Rights Agreement, (b) pursuant to the applicable procedures of DTC or (c) as otherwise set forth in the Indenture. Such payment will be in such coin or currency of the United States of America as at the time of payment is not able to or does not provide the representations legal tender for payment of public and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder private debts. The Company will not be entitled to receive pay any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to on any Registration Default.
(b) With respect to each SeriesNote after it has been converted into cash, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect and, if applicable, shares of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.Common Stock
Appears in 1 contract
Sources: Indenture (Greenbrier Companies Inc)
Additional Interest. (a) In the event that:
If (i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC not Consummated on or prior to the Effectiveness Exchange Deadline; or
, (ii) (A) a Shelf Registration Statement applicable to the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with Securities required to be filed by the terms of an Exchange Offer for Exchange Notes this Agreement is not declared effective (or does not automatically become effective) on or prior to the 30th 90th calendar day following any Shelf Filing Deadline (or if such 90th day is not a Business Day after Day, the Effectiveness Deadline next succeeding Business Day), or (Biii) if applicable, the a Shelf Registration Statement has been applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is declared effective and such Shelf Registration Statement ceases (or automatically becomes effective) as required but thereafter fails to be remain effective at or becomes unusable in connection with resales for more than 30 calendar days, excluding any time prior to the end of the Effectiveness Blackout Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (ii)iii) above, a “Registration Default”), then additional the Issuers hereby agree that the interest (“Additional Interest”) will accrue on the principal amount of rate borne by the Transfer Restricted Notes of the applicable Series at a rate of Securities shall be increased by 0.25% per annum for the first 90 days commencing on the 90-day period immediately following the Registration Default, which rate will be increased Exchange Deadline and by an additional 0.25% per annum for with respect to each subsequent 90-day period, in each case for the period thereafter that such Additional Interest continues of occurrence of the Registration Default, up to accrue; provided that the a maximum additional interest rate at which such Additional Interest accrues may in no event exceed 0.50of 1.00% per annumannum thereafter (“Additional Interest”), to but excluding until the date on which earlier of the consummation of the Exchange Offer and such time as no Registration Default with respect to is in effect, plus such Series has been cured. additional amount of time as is required under the last sentence of Section 6(c), upon which Additional Interest will be paid semi-annually in arrears with cease to accrue and the interest payment due rate on the first interest payment date following Transfer Restricted Securities will revert to the date on which such Additional Interest begins to accrueoriginal rate; provided, however, that (1) that, if after the date such Additional Interest applicable ceases to any Series of Transfer Restricted Notes may not accrue, another Registration Default occurs, Additional Interest will again commence accruing pursuant to the foregoing provisions. In no event will Additional Interest accrue under more than one of the foregoing clauses (i), (ii) and (ii) at any one time; provided, however, that the amount of Additional Interest accruing on the Transfer Restricted Securities shall not exceed, in any event, 1.00% per annum. The obligations of the Issuers and the Guarantors to pay Additional Interest as set forth in this Section 5 shall be the sole and exclusive remedy of the Holders for any Registration Default. All obligations of the Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Series at any one time, and security shall have been satisfied in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultfull.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Sources: Purchase Agreement (Memorial Production Partners LP)
Additional Interest. (a) In the event that:
that (i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by has not been filed with the SEC on or prior to the Effectiveness Deadline; or
30th calendar day after the Closing Time, (ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes Registration Statement is not declared effective on or prior to the 30th Business Day 135th calendar day after the Effectiveness Deadline Closing Time, (iii) the Exchange Offer is not consummated on or prior to the 165th calendar day after the Closing Time, (Biv) if applicable, a Shelf Registration Event shall have occurred and if the Shelf Registration Statement has been is not declared effective and such on or prior to the 165th calendar day after the Closing Time or (v) the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective but thereafter ceases to be effective at any time prior to or usable during the end of the Effectiveness Period period specified herein (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (iiv), a “"Registration Default”"), then additional the interest rate borne by the Securities or Exchange Notes which are Registrable Securities shall be increased (“the "Additional Interest”") will accrue on the principal amount by one-quarter of the Transfer Restricted Notes of the applicable Series at a rate of one percent (0.25% %) per annum for the first 90 days commencing on 90-day period immediately after the day following the first such Registration Default, which . The interest rate will be increased borne by such Registrable Securities shall increase by an additional one-quarter of one percent (0.25% %) per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; period, in each case, until all Registration Defaults have been cured (provided that in the event the Company has abandoned the Exchange Offer because of the circumstances described in Section 2(b)(i) or Section 2(b)(ii) hereof, then the effectiveness of the Shelf Registration Statement shall be deemed a cure of such Registration Defaults); provided, that the aggregate increase in such interest rate at which such Additional Interest accrues may pursuant to this Section 2(e) will in no event exceed 0.50% one percent (1.00%) per annum). Notwithstanding any of the above, it is understood that additional interest pursuant to but excluding the date on which the a Registration Default with respect under clause (v) above, as such clause (v) relates to such Series has been cured. Additional Interest will an Exchange Offer Registration Statement, shall only be paid semipayable to a Participating Broker-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins Dealer that holds Registrable Securities subject to accruea prospectus delivery requirement; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes such a Registration Default may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall only be deemed to accrue from and including be occurring during the day period following the applicable Event Date.135th day after Closing Time until, subject to an extension of the relevant 180 day period pursuant to
Appears in 1 contract
Sources: Registration Rights Agreement (Kaiser Texas Sierra Micromills LLC)
Additional Interest. (a) In The Issuers and the event thatInitial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if the Issuers are required to consummate an Exchange Offer pursuant to Section 2(a) hereof and either:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC not consummated on or prior to the Effectiveness DeadlineExchange Date, or, if that day is not a Business Day, the next day that is a Business Day; or
(ii) (A) the Issuer has a Shelf Registration Statement is required to be filed but is not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes declared or does not otherwise become effective on or prior to the 30th Shelf Registration Effectiveness Date, or, if such day is not a Business Day, the next day that is a Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been is declared or becomes effective and by such Shelf Registration Statement date but thereafter ceases to be effective at any time prior to or usable (unless the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if ceases to be effective or usable as specifically permitted by the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate penultimate paragraph of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) Section 5 hereof); (any each such event referred to in the foregoing clauses (i) or and (ii), ) a “Registration Default”), then additional interest in the form of additional cash interest (“Additional Interest”) will accrue on the principal amount of affected Notes and the Transfer Restricted Notes of the applicable Series at a affected Exchange Notes, as applicable. The rate of Additional Interest will be 0.25% per annum for the first 90 days commencing on the 90-day period immediately following the occurrence of a Registration Default, which rate will be increased increasing by an additional 0.25% per annum for with respect to each subsequent 90-day period thereafter that such up to a maximum amount of Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50of 1.00% per annum), to but excluding from and including the date on which the any such Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with shall occur to, but excluding, the interest payment due on the first interest payment date following earlier of (1) the date on which such Additional Interest begins to accrue; providedall Registration Defaults have been cured or (2) the date on which all the Notes and Exchange Notes otherwise become Freely Tradable. Notwithstanding the foregoing, however, that (1) the amount of Additional Interest applicable to any Series of Transfer Restricted Notes may payable shall not accrue under increase because more than one of the foregoing clauses (i) Registration Default has occurred and (ii) with respect to such Series at any one time, is pending and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder of Notes or Exchange Notes who is not able entitled to or does not provide the representations and information required in connection with a benefits of the Shelf Registration in a timely manner and is therefore Statement (i.e., such Holder has not named as a selling security holder in a Shelf Registration Statement, the Holder will elected to include information) shall not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities a Registration Default that pertains to the Holders under this Agreement with respect to any Shelf Registration DefaultStatement.
(b) With respect to each SeriesSo long as Notes remain outstanding, the Issuer Company shall notify the Trustee within three five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Seriespaid. Any amounts of Additional Interest due shall pursuant to clauses (a)(i) or (a)(ii) of this Section 4 will be payable in cash semi-annually on each May 1 and November 1 (each a “Damages Payment Date”), commencing with the first such date occurring after any such Additional Interest commence to accrue, to Holders to whom regular interest payment date of the applicable series affected thereby to the Holder of Notes of is payable on such Series Damages Payment Date with respect to which Notes that are Registrable Securities. The amount of Additional Interest is due and owing. Each obligation to pay for each Registrable Note will be determined by multiplying the applicable rate of Additional Interest shall be deemed by the aggregate principal amount of such Registrable Note outstanding on the Damages Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to accrue from a Registration Default (and including thereafter at the next succeeding Damages Payment Date until the cure of such Registration Default), and multiplying the product of the foregoing by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day following year comprised of twelve 30-day months and, in the applicable Event Datecase of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Dresser-Rand Group Inc.)
Additional Interest. (a) In Notwithstanding anything in the event that:
Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy for an Event of Default relating to (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective the failure by the SEC on Company to file with the Trustee pursuant to Section 314(a)(1) of the Trust Indenture Act any documents or prior reports that the Company is required to file with the Effectiveness Deadline; or
Commission pursuant to Section 13 or 15(d) of the Exchange Act or (ii) the failure by the Company to comply with its reporting obligations under Section 4.05 (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered obligations described in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii), the “Reporting Obligations”) shall after the occurrence of such an Event of Default (which will be the 60th day after written notice is provided to the Company in accordance with respect an Event of Default pursuant to such Series Section 5.02(f)) consist exclusively of the right to receive Additional Interest on the Notes at any one timea rate equal to (x) 0.25% per annum of the principal amount of the Notes outstanding each day during the period beginning on, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statementincluding, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which such an event Event of Default first occurs in respect of which Additional Interest is required to be paid (an “Event Date”) and ending on the Notes earlier of (i) the date on which such Series. Any Additional Interest due shall be payable Event of Default is cured or validly waived or (ii) the 180th day immediately following, and including, the date on each interest payment which such Event of Default first occurred and (y) if such Event of Default has not been cured or validly waived prior to the 181st day immediately following, and including, the date on which such Event of Default first occurred, 0.50% per annum of the applicable series affected thereby principal amount of the Notes outstanding for each day during the period beginning on, and including, the 181st day immediately following, and including the date on which such Event of Default first occurred and ending on the earlier of (i) the date on which such Event of Default is cured or validly waived or (ii) the 365th day immediately following, and including, the date on which such Event of Default first occurred. If a failure to file giving rise to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each Company’s obligation to pay Additional Interest pursuant to the foregoing provisions initially occurs on or after the close of business on a Regular Record Date and prior to the open of business on the corresponding Interest Payment Date, the Additional Interest that accrues during such period will be due on the Interest Payment Date next succeeding such corresponding Interest Payment Date, and no interest shall accrue in respect of such delay. If the Company so elects, such Additional Interest shall be deemed payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 366th day after such Event of Default (if the Event of Default relating to accrue from the Company’s failure to comply with the Reporting Obligations is not cured or waived prior to such 366th day), the Notes shall be subject to acceleration under Section 5.03. The provisions of this Section 5.04 shall not affect the rights of Holders of Notes in the event of the occurrence of any other Event of Default. In the event the Company does not elect to pay the Additional Interest following an Event of Default relating to the Reporting Obligations in accordance with this Section 5.04 or the Company elected to make such payment but does not pay the Additional Interest when due, the Notes shall be immediately subject to acceleration under Section 5.03 as a result of the Event of Default pursuant to Section 5.02(f) is then continuing. In order to elect to pay the Additional Interest as the sole remedy during the first 365 days after the occurrence of an Event of Default relating to the failure by the Company to comply with the Reporting Obligations in accordance with this Section 5.04, the Company must notify in writing all Holders of the Notes, the Trustee and including the paying agent (if other than the Trustee) of such election prior to the beginning of such 365-day following period. Upon the applicable Event DateCompany’s failure to timely give such notice, the Notes shall be immediately subject to acceleration under Section 5.03. The Trustee shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.
Appears in 1 contract
Additional Interest. (a) In The Issuers and the event thatInitial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof as applicable and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees that if:
(i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC Commission on or prior to the Effectiveness Deadline; date specified herein for such filing or, if that day is not a Business Day, the next day that is a Business Day,
(ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes Registration Statement is not declared effective by the Commission on or prior to the 30th date specified herein for such effectiveness or, if that day is not a Business Day after Day, the Effectiveness Deadline next day that is a Business Day,
(iii) the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective by the Commission on or prior to the date specified herein for such consummation or effectiveness, or, if such day is not a Business Day, the next day that is a Business Day; or
(Biv) if applicable, the Shelf Registration Statement has been is required to be filed but is not declared effective and by the Commission on or prior to the date specified herein for such effectiveness, or, if that day is not a Business Day, the next day that is a Business Day, or is declared effective by such date but thereafter ceases to be effective, except if the Shelf Registration Statement ceases to be effective at any time prior to as specifically permitted by the end penultimate paragraph of the Effectiveness Period Section 5 hereof (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (iiiv) a "Registration Default"), a “Registration Default”), then liquidated damages in the form of additional cash interest (“"Additional Interest”") will accrue on the principal amount of affected Notes and the Transfer Restricted Notes of the applicable Series at a affected Exchange Notes, as applicable. The rate of Additional Interest will be 0.25% per annum for the first 90 days commencing on the 90-day period immediately following the occurrence of a Registration Default, which rate will be increased increasing by an additional 0.25% per annum for with respect to each subsequent 90-day period thereafter that such up to a maximum amount of Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50of 1.00% per annum), to but excluding from and including the date on which the any such Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with shall occur to, but excluding, the interest payment due on the first interest payment date following earlier of (1) the date on which such all Registration Defaults have been cured or (2) the date on which all the Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the Issuers without further registration under the Securities Act. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest begins for such subsequent Registration Default shall initially be 0.25% regardless of the rate in effect with respect to accrue; providedany prior Registration Default at the time of cure of such Registration Default. Notwithstanding the foregoing, however, that (1) the amount of Additional Interest applicable to any Series of Transfer Restricted Notes may payable shall not accrue under increase because more than one of the foregoing clauses (i) Registration Default has occurred and (ii) with respect to such Series at any one time, is pending and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder of Notes or Exchange Notes who is not able entitled to or does not provide the representations and information required in connection with a benefits of the Shelf Registration in a timely manner and is therefore Statement (i.e., such Holder has not named as a selling security holder in a Shelf Registration Statement, the Holder will elected to include information) shall not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities a Registration Default that pertains to the Holders under this Agreement with respect to any Shelf Registration DefaultStatement.
(b) With respect to each SeriesSo long as Notes remain outstanding, the Issuer Company shall notify the Trustee within three five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Seriesa Registration Default occurs. Any amounts of Additional Interest due shall pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Section 4 will be payable in cash semi-annually on each August 1 and February 1 (each an "Additional Interest Payment Date"), commencing with the first such date occurring after any such Additional Interest commences to accrue, to Holders to whom regular interest payment date of the applicable series affected thereby to the Holder of Notes of is payable on such Series Additional Interest Payment Date with respect to which Notes that are Registrable Securities. The amount of Additional Interest is due and owing. Each obligation to pay for Registrable Notes will be determined by multiplying the applicable rate of Additional Interest shall be deemed by the aggregate principal amount of all such Registrable Notes outstanding on the Additional Interest Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to accrue from a Registration Default (and including thereafter at the next succeeding Additional Interest Payment Date until the cure of such Registration Default), multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day following year comprised of twelve 30-day months and, in the applicable Event Datecase of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) In The Issuers and the event thatInitial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees that if:
(i) neither an the Exchange Offer Registration Statement nor is not filed with the Commission within 90 days after the Issue Date or, if that day is not a Shelf Registration Statement covering Business Day, the next day that is a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; orBusiness Day,
(ii) the Exchange Offer Registration Statement is not declared effective within 180 days after the Issue Date or, if that day is not a Business Day, the next day that is a Business Day,
(Aiii) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for is not consummated within 30 Business Days following the effective date of the Exchange Notes on or prior to Offer Registration Statement, the 30th next day that is a Business Day after the Effectiveness Deadline or Day,
(Biv) if applicable, the Shelf Registration Statement has been is required to be filed but it is not filed or declared effective within the time periods required by this Agreement, or
(v) any registration statement required by this Agreement is filed and such Shelf Registration Statement declared effective but thereafter ceases to be effective at any time prior to or usable as a result of a breach by the end Company of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such its obligations under this Agreement, except if a Shelf Registration Statement if ceases to be effective or usable as specifically permitted by the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate penultimate paragraph of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) Section 5 hereof. (any each such event referred to in the foregoing clauses (i) or through (iiv), a “Registration Default”), then liquidated damages in the form of additional cash interest (“Additional Interest”) will accrue on the principal amount of affected Notes and the Transfer Restricted Notes of the applicable Series at a affected Exchange Notes, as applicable. The rate of Additional Interest will be 0.25% per annum for the first 90 days commencing on the 90-day period immediately following the occurrence of a Registration Default, which rate will be increased increasing by an additional 0.25% per annum for with respect to each subsequent 90-day period thereafter that such up to a maximum amount of Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50of 1.00% per annum), to but excluding from and including the date on which the any such Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with shall occur to, but excluding, the interest payment due on the first interest payment date following earlier of (1) the date on which such all Registration Defaults have been cured or (2) the date on which all the Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the Issuers without further registration under the Securities Act. On the date on which all Registration Defaults then in effect have been cured, the interest rate on the Notes will revert to the interest rate originally borne by the Notes. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest begins for such subsequent Registration Default shall initially be 0.25% regardless of the rate in effect with respect to accrue; providedany prior Registration Default at the time of cure of such Registration Default. Notwithstanding the foregoing, however, that (1) the amount of Additional Interest applicable to any Series of Transfer Restricted Notes may payable shall not accrue under increase because more than one of the foregoing clauses (i) Registration Default has occurred and (ii) with respect to such Series at any one time, is pending and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder of Notes or Exchange Notes who is not able entitled to or does not provide the representations and information required in connection with a benefits of the Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will Statement shall not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities a Registration Default that pertains to the Holders under this Agreement with respect to any Shelf Registration DefaultStatement.
(b) With respect to each SeriesSo long as any Notes remain outstanding, the Issuer Company shall notify the Trustee within three (3) Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid. Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv)or (a)(v) of this Section 4 will be payable in cash semi-annually on each date that interest is required to be paid (an “Event Date”) on the Notes of pursuant to the Indenture (each, a “Damages Payment Date”), commencing with the first such Series. Any date occurring after any such Additional Interest due shall be commences to accrue, to Holders to whom regular interest is payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series Damages Payment Date with respect to which Notes that are Registrable Securities. The amount of Additional Interest is due and owing. Each obligation to pay for Registrable Notes will be determined by multiplying the applicable rate of Additional Interest shall be deemed by the aggregate principal amount of all such Registrable Notes held by Holders entitled to accrue from receive Additional Interest and including which Registrable Notes are outstanding on the Damages Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to a Registration Default (and thereafter at the next succeeding Damages Payment Date until the cure of such Registration Default), multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day following year comprised of twelve 30-day months and, in the applicable Event Datecase of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Euramax International PLC)
Additional Interest. (a) In The Issuers and the event thatInitial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if:
(i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared does not become effective by the SEC on or prior to the Effectiveness Deadline375th day following the Issue Date, or, if that day is not a Business Day, the next day that is a Business Day; or
(ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes is not consumated on or prior to the 30th Business Day day after the Effectiveness Deadline or effectiveness date of the Exchange Offer Registration Statement; or
(Biii) if applicable, the Shelf Registration Statement has been is required to be filed but is not declared effective and within the time period specified in Section 3(b)(x), or is declared effective by such Shelf Registration Statement date but thereafter ceases to be effective at any time prior to or usable (unless the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if ceases to be effective or usable as specifically permitted by the Issuer’s management determines to do so for valid business reasonspenultimate paragraph of Section 5 hereof), including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any each such event referred to in the foregoing clauses (i) or ), (ii), ) and (iii) a “Registration Default”), then additional interest in the form of additional cash interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a affected Registrable Notes. The rate of Additional Interest will be 0.25% per annum for the first 90 days commencing on the 90-day period immediately following the occurrence of a Registration Default, which rate will be increased increasing by an additional 0.25% per annum for with respect to each subsequent 90-day period thereafter that such up to a maximum amount of Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50of 1.00% per annum), to but excluding from and including the date on which the any such Registration Default with respect to such Series has shall occur to, but excluding, the earliest of (1) the date on which all Registration Defaults have been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following , (2) the date on which such Registrable Note ceases to be a Registrable Note or otherwise become freely transferable by Holders other than affiliates of the Issuers without further registration under the Securities Act or (3) the end of the Effectiveness Period. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest begins for such subsequent Registration Default shall initially be 0.25% regardless of the rate in effect with respect to accrue; providedany prior Registration Default at the time of cure of such Registration Default and shall increase in the manner and be subject to the maximum Additional Interest rate contained in the preceding sentence. Notwithstanding the foregoing, however, that (1) the amount of Additional Interest applicable to any Series of Transfer Restricted Notes may payable shall not accrue under increase because more than one of the foregoing clauses (i) Registration Default has occurred and (ii) with respect to such Series at any one time, is pending and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder of Registrable Notes that is not able entitled to or does not provide the representations and information required in connection with a benefits of the Shelf Registration in a (e.g., such Holder has not elected to include information or has not timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, delivered such information to the Holder will Issuers pursuant to Section 5) shall not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities a Registration Default that pertains to the Holders under this Agreement with respect to any Registration DefaultShelf Registration.
(b) With respect to each SeriesSo long as Notes remain outstanding, the Issuer Company shall notify the Trustee within three five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Seriespaid. Any amounts of Additional Interest due shall pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each June 15 and December 15 (each a “Additional Interest Payment Date”), commencing with the first such date occurring after any such Additional Interest commences to accrue, to Holders to whom regular interest payment date of the applicable series affected thereby to the Holder of Notes of is payable on such Series Additional Interest Payment Date with respect to which Notes that are Registrable Notes. The amount of Additional Interest is due and owing. Each obligation to pay for each Registrable Note will be determined by multiplying the applicable rate of Additional Interest shall be deemed by the aggregate principal amount of such Registrable Note outstanding on the Additional Interest Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to accrue from a Registration Default (and including thereafter at the next succeeding Additional Interest Payment Date until the cure of such Registration Default), and multiplying the product of the foregoing by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day following year comprised of twelve 30-day months and, in the applicable Event Datecase of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) In the event that:
(iNotwithstanding any postponement of effectiveness permitted by Section 2(a) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC hereof, if on or prior to the Effectiveness Deadline; or
(ii) (A) 180th day following the Issuer has not exchanged all Transfer Restricted Notes of Closing Date, a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been is not declared effective and such Shelf Registration Statement ceases to be effective at any time prior to by the end of the Effectiveness Period Commission (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement or, if the Issuer’s management determines to do so for valid business reasonspreviously effective, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holdersdesignated) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then the Company shall be required to pay additional interest (“Additional Interest”), on the Securities that are then Restricted Securities, from and including the day following such Registration Default until but excluding the date that such Shelf Registration Statement is declared effective at a rate per annum equal to an additional one-quarter of one percent (0.25%) will accrue on of the principal amount of Registrable Securities, to and including the Transfer Restricted Notes 90th day following such Registration Default and one-half of one percent (0.50%) of the applicable Series at a rate principal amount of 0.25% per annum for Registrable Securities from and after the first 90 days commencing on the 91st day following the such Registration Default.
(b) In the event that (i) the Shelf Registration Statement ceases to be effective, which rate will be increased or the Holders are otherwise prevented or restricted by an additional 0.25% per annum the Company from effecting sales pursuant to the Shelf Registration Statement for each subsequent more than 45 days, whether or not consecutive, in any 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum)period, to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that or (1ii) the Additional Interest applicable Shelf Registration Statement ceases to any Series of Transfer Restricted Notes may not accrue under be effective, or the Holders are otherwise prevented or restricted by the Company from effecting sales pursuant to the Shelf Registration Statement, for more than one 90 days, whether or not consecutive, during any 12-month period (each of the foregoing events described in clauses (i) and (ii) being referred to as an “Effective Failure”), then the Company shall pay Additional Interest on the Securities that are then Restricted Securities commencing on the date of such Effective Failure at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of Registrable Securities to and including the 90th day following such Effective Failure and one-half of one percent (0.50%) of the principal amount of Registrable Securities from and after the 91st day following such Effective Failure, that any such Effective Failure has existed until the earlier of (1) the time the Holders of Registrable Securities are again able to make sales under the Shelf Registration Statement or (2) the expiration of the Effectiveness Period.
(c) Following the cure of a Registration Default or an Effective Failure, as applicable, Additional Interest will cease to accrue with respect to such Series at any one timethat Registration Default or Effective Failure, and in respectively. In addition, no event will Additional Interest will accrue after the end of the Effectiveness Period, (2) if Period and no Additional Interest will accrue on and after the date a Holder Registrable Security that is not able to or does not provide a Security is converted in accordance with the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration StatementIndenture. However, the Holder will not Company shall remain liable for any previously accrued additional Additional Interest. Any amounts to be entitled to receive any paid as Additional Interest pursuant to paragraphs (a) or (b) of this Section 7 shall be paid in cash semi-annually in arrears, with respect to its Transfer Restricted Notes; and the first semi-annual payment due on the first Interest Payment Date (3as defined in the Indenture), as applicable, following the date of such Registration Default or Effective Failure, as applicable.
(d) Except as provided in Section 8(b) hereof, the Issuer will have no other liabilities Additional Interest as set forth in this Section 7 shall be the exclusive monetary remedy available to the Holders under this Agreement with respect to any of Registrable Securities for such Registration Default.
(b) With respect to each Series, Default or Effective Failure. In no event shall the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is Company be required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following in excess of the applicable Event Datemaximum amount of one-quarter of one percent per annum (during the first 90 days of any Registration Default or Effective Failure) or one-half of one percent (0.50%) per annum (after the first 90 days of any Registration Default or Effective Failure) set forth above, regardless of whether one or multiple Registration Defaults or Effective Failures exist.
Appears in 1 contract
Additional Interest. (a) In the event that:
that (i) neither an Exchange Offer the applicable Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC on or prior to the Effectiveness Deadline; or
date specified herein for such filing, (ii) (A) the Issuer has applicable Registration Statement is not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes declared effective on or prior to the 30th date specified herein for such effectiveness after such obligation arises (the "Effectiveness Target Date"), (iii) if the Exchange Offer is required to be consummated hereunder, the Company fails to consummate the Exchange Offer within 30 Business Day after Days of the Effectiveness Deadline Target Date with respect to the Exchange Offer Registration Statement or (Biv) if applicablethe applicable Registration Statement is filed and declared effective during the period effectiveness is required by Section 2(e) and 3
(a) but shall thereafter cease to be effective or usable without being succeeded immediately by an additional Registration Statement covering the Transfer Restricted Notes that has been filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), then the Company agrees to pay additional amounts on the Transfer Restricted Notes as to which such Registration Default relates ("Additional Interest"), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default in an amount equal to 0.75% per annum of the Accreted Value of the Notes on the date of such Registration Default. The rate of Additional Interest will increase by an additional 0.75% per annum of the Accreted Value of the Notes for each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum amount of 3.00% of the Accreted Value of the Notes on the date of such Registration Default. Additional Interest shall be computed based on the actual number of days elapsed during which any such Registration Defaults exists. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease. If the Company issues a notice that the Shelf Registration Statement has been declared effective is unusable due to the pendency of an announcement of a material corporate transaction, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable due to all such notices issued or required to be issued exceeds 60 days in the aggregate, then the interest rate borne by the Notes will be increased by 0.25% per annum of the principal amount at maturity of the Notes for the first 90-day period (or portion thereof) beginning on the 31st such date that such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Defaultusable, which rate will shall be increased by an additional 0.25% per annum for of the principal amount at maturity of the Notes at the beginning of each subsequent 90-day period thereafter that period, up to a maximum amount of 1.00% of the principal amount at maturity of the Notes. Upon the Shelf Registration Statement once again becoming usable, the interest rate borne by the Notes will be reduced to the original interest rate if the Company is otherwise in compliance with this Agreement at such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been curedtime. Additional Interest will shall be paid semi-annually in arrears with the interest payment due computed based on the first interest payment date following actual number of days elapsed in each 90-day period in which the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and Statement is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer unusable. The Company shall notify the Trustee within three five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) "). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Notes, on or before the Notes of such Seriesapplicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the record Holder of Notes of entitled to receive the interest payment to be paid on such Series with respect to which Additional Interest is due and owingdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Additional Interest. (a) In Notwithstanding anything in the event that:
Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy for an Event of Default relating to (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective the failure by the SEC on Company to file with the Trustee pursuant to Section 314(a)(1) of the Trust Indenture Act any documents or prior reports that the Company is required to file with the Effectiveness Deadline; or
Commission pursuant to Section 13 or 15(d) of the Exchange Act or (ii) the failure by the Company to comply with its reporting obligations under Section 4.05 (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered obligations described in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii), the “Reporting Obligations”) shall after the occurrence of such an Event of Default (which will be the 60th day after written notice is provided to the Company in accordance with respect an Event of Default pursuant to such Series Section 5.02(f)) consist exclusively of the right to receive Additional Interest on the Notes at any one timea rate equal to (x) 0.25% per annum of the principal amount of the Notes outstanding each day during the period beginning on, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statementincluding, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which such an event Event of Default first occurs in respect of which Additional Interest is required to be paid (an “Event Date”) and ending on the Notes earlier of (i) the date on which such Series. Any Additional Interest due shall be payable Event of Default is cured or validly waived or (ii) the 180th day immediately following, and including, the date on each interest payment which such Event of Default first occurred and (y) if such Event of Default has not been cured or validly waived prior to the 181st day immediately following, and including, the date on which such Event of Default first occurred, 0.50% per annum of the applicable series affected thereby to principal amount of the Holder Notes outstanding for each day during the period beginning on, and including, the 181st day immediately following, and including the date on which such Event of Notes Default first occurred and ending on the earlier of (i) the date on which such Series with respect to Event of Default is cured or validly waived or (ii) the 365th day immediately following, and including, the date on which Additional Interest is due and owingsuch Event of Default first occurred. Each obligation to pay If the Company so elects, such Additional Interest shall be deemed payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 366th day after such Event of Default (if the Event of Default relating to accrue from the Company’s failure to comply with the Reporting Obligations is not cured or waived prior to such 366th day), the Notes shall be subject to acceleration under Section 5.03. The provisions of this Section 5.04 shall not affect the rights of Holders of Notes in the event of the occurrence of any other Event of Default. In the event the Company does not elect to pay the Additional Interest following an Event of Default relating to the Reporting Obligations in accordance with this Section 5.04 or the Company elected to make such payment but does not pay the Additional Interest when due, the Notes shall be immediately subject to acceleration under Section 5.03 as a result of the Event of Default pursuant to Section 5.02(f) is then continuing. In order to elect to pay the Additional Interest as the sole remedy during the first 365 days after the occurrence of an Event of Default relating to the failure by the Company to comply with the Reporting Obligations in accordance with this Section 5.04, the Company must notify in writing all Holders of the Notes, the Trustee and including the paying agent (if other than the Trustee) of such election prior to the beginning of such 365-day following period. Upon the applicable Event DateCompany’s failure to timely give such notice, the Notes shall be immediately subject to acceleration under Section 5.03. The Trustee shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.
Appears in 1 contract
Sources: First Supplemental Indenture (Bitdeer Technologies Group)
Additional Interest. The annual interest rates on the principal ------------------- amount of the Notes shall increase by 0.50% per annum (athe "Additional Interest") In if any of the following events occur (each event that:identified in clause (i), (ii) or (iii) below, an "Additional Interest Event"):
(i) neither an if the Exchange Offer Registration Statement nor a is not consummated or the Shelf Registration Statement covering a Series does not become effective within 270 days following the Closing Date, Additional Interest shall accrue on the Notes from and after that date to, but excluding, the date the Exchange Offer is consummated, the date the Shelf Registration Statement becomes effective, or the date on which all the Notes otherwise become transferable by Holders (other than the Company or its affiliates, as such term is refined in Rule 501 (b) of Notes is declared effective by Regulation D under the SEC on or prior to Securities Act) without further registration under the Effectiveness DeadlineSecurities Act; or
(ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of if a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared is required to be filed with the SEC and becomes effective and such Shelf Registration Statement later ceases to be effective at any time prior during the period specified by this Agreement, Additional Interest shall accrue on the Notes from and after the date such registration statement ceases to be effective to, but excluding, such date when the Shelf Registration Statement again becomes effective (or, if earlier, the end of such period specified by this Agreement); or
(iii) if the Effectiveness Period Company ceases to maintain its status as a reporting company under the Exchange Act whether or not SEC rules and regulations require the Company to maintain that status (provided that unless the Issuer SEC will be permitted to suspend not accept the use filing of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holdersapplicable reports) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will Interest shall accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been curedNotes. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted rate on the Notes may not exceed -------- ------- in the aggregate 0.5% per annum; provided, further, however that Additional Interest shall cease to accrue under more than one on the Notes as of the foregoing clauses date all Additional Interest Events are cured and cease to exist. Any amount of Additional Interest due pursuant to Section 2(e) (i) and ), (ii) with respect to such Series at any one time, and or (iii) above will be payable in no event will Additional Interest accrue after cash on the Effectiveness Period, (2) if a Holder is not able to or does not provide relevant payment dates for the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities payment of interest pursuant to the Holders under this Agreement with respect to any Registration DefaultIndenture.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Sources: Registration Rights Agreement (Mirant Americas Generating LLC)
Additional Interest. If (a) In the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or
(ii) (A) 90th day following the Issuer original issue date of the Notes, the Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance been filed with the terms Commission or on or prior to the 90th day after the obligation to file the Shelf Registration Statement has arisen, the Shelf Registration Statement has not been filed with the Commission, (b) on or prior to the 180th day following the original issue date of an the Notes, the Exchange Offer for Exchange Notes Registration Statement has not been declared effective by the Commission, (c) on or prior to the 30th Business Day after following the Effectiveness Deadline date the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer has not been consummated, or (Bd) if applicable, after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective and effective, such Shelf Registration Statement thereafter ceases to be effective at any time prior or usable in connection with resales of Notes or Exchange Notes in accordance with and during the periods specified in this Agreement without being succeeded immediately by a successor Registration Statement or a post-effective amendment to the end of the Effectiveness Period (provided such Registration Statement that the Issuer will be permitted to suspend the use of the prospectus cures such failure and that is part of itself immediately declared effective (each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (ia) or through (iid), a “Registration Default”("REGISTRATION DEFAULT"), then additional interest (“Additional Interest”"ADDITIONAL INTEREST") will accrue on the principal amount of the Transfer Restricted Notes of and the applicable Series at a rate of 0.25% per annum for Exchange Notes (in addition to the first 90 days commencing stated interest on the day following Notes and Exchange Notes) from and including the date on which any such Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), Default shall occur to but excluding the date on which the all Registration Default with respect to such Series has Defaults have been cured. Additional Interest will be paid semiaccrue at a rate of 0.25% PER ANNUM during the 90-annually in arrears with the interest payment due on the first interest payment date day period immediately following the date on which occurrence of such Additional Interest begins to accrue; providedRegistration Default and shall increase by 0.25% PER ANNUM at the end of each subsequent 90-day period, however, but in no event shall such rate exceed 1.00% PER ANNUM. All obligations of the Company set forth in the preceding paragraph that (1) the Additional Interest applicable are outstanding with respect to any Series of Transfer Restricted Notes may not accrue under more than one of at the foregoing clauses (i) and (ii) time such Notes are exchanged for a New Note shall survive until such time as all such obligations with respect to such Series at any one time, and Notes have been satisfied in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultfull.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Sources: Registration Rights Agreement (Nova Chemicals Corp /New)
Additional Interest. (a) In The Issuers and the event thatInitial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers, jointly and severally, agree to pay additional interest on the Notes ("Additional Interest") under the circumstances set forth below:
(i) neither an if the Exchange Offer Registration Statement nor a or the Initial Shelf Registration has not been filed on or prior to the Filing Date;
(ii) if the Exchange Registration Statement covering a Series of Notes is or the Initial Shelf Registration has not been declared effective by the SEC on or prior to the Effectiveness DeadlineDate; orand/or
(iiiii) if either (A) the Issuer has Issuers have not exchanged the Exchange Notes for all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an the Exchange Offer for Exchange Notes on or prior to the 30th Business Day 60 days after the Effectiveness Deadline date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Exchange Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided time that the Issuer will be permitted to suspend Exchange Offer is consummated or (C) if applicable, the use of the prospectus that is part of Shelf Registration has been declared effective and such Shelf Registration Statement if ceases to be effective at any time during the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) Effectiveness Period; (any each such event referred to in the foregoing clauses (i) or through (iiiii) above is a "Registration Default"), a “Registration Default”), then additional the sole remedy available to Holders of the Notes will be the immediate accrual of Additional Interest as follows: the per annum interest (“Additional Interest”) will accrue rate on the principal amount of Notes will increase by 50 basis points; and the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which interest rate will be increased increase by an additional 0.25% per annum 25 basis points for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on during which the Registration Default with respect remains uncured, up to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the a maximum additional interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; rate of 200 basis points per annum, provided, -------- however, that (1) upon the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one filing of the foregoing clauses Exchange Registration Statement or the ------- Initial Shelf Registration (in the case of (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Periodabove), (2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration (in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and case of (ii) above) or (3) upon the Issuer exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Notes as a result of such clause (i), (ii) or (iii) (or the relevant subclause thereof), as the case may be, shall cease to accrue and the interest rate on the Notes will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by the Notes.
(b) With respect to each Series, The Issuers and the Issuer Guarantor shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) on the Notes of such Series"). Any amounts of Additional Interest due shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each interest payment May 15 and November 15 (to the Holders of record on the May 1 and November 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue, by depositing with the Trustee, in trust for the benefit of such Holders, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the applicable series affected thereby to Registrable Notes, multiplied by a fraction, the Holder numerator of Notes which is the number of days such Series with respect to which Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date360.
Appears in 1 contract
Sources: Registration Rights Agreement (Petersen Holdings LLC)
Additional Interest. (aIf a Registration Default set forth under Section 2(f) In the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or
(ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), occurs then additional interest (as described below in this Section 2(g), “Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes held by any Holder that is unable to resell the Notes held by it solely as a result of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on such Registration Default from, and including, the day following the Registration DefaultDefault to, which rate will be increased by an additional 0.25% per annum for each subsequent 90-but excluding, the earlier of (i) the day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been curedcured or (ii) the day that is two years from the Issue Date. Additional Interest will shall be paid semi-annually semiannually in arrears arrears, with the interest first semiannual payment due on the first interest payment date date, as applicable, following the date on which such Additional Interest begins to accrue, and shall accrue at a rate per year equal to (x) an additional 0.25% of the principal amount to, and including, the 90th day following such Registration Default and (y) an additional 0.50% of the principal amount from and after the 91st day following such Registration Default; provided, however, that (1) the in no event shall Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one at a rate per year exceeding 0.50% of the foregoing clauses (i) and (ii) with respect to such Series at any one timeprincipal amount of the Notes, and in no event will the Additional Interest accrue after the Effectiveness Period, (2) if for a Holder is not able to or does not provide the representations and information required in connection Registration Default together with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notesan event of default concerning the reporting obligations in the Indenture or the requirements of Section 314(a)(1) of the Trust Indenture Act of 1939 accrue at a rate exceeding 0.75%; and provided further that a Registration Default shall cease and Additional Interest on the principal amount of the Notes as a result thereof shall cease to accrue:
(1) upon the filing or designation of a Shelf Registration Statement (in the case of Section 2(f)(i) above);
(2) upon the Effective Date (in the case of Section 2(f)(ii) above);
(3) upon the Issuer will have no other liabilities filing of a supplement to the Prospectus, a post-effective amendment or an additional Shelf Registration Statement (in the case of Section 2(f)(iii) or Section 2(f)(iv)(x) above) or upon the Effective Date (in the case of Section 2(f)(iv)(y) above); or
(4) upon such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of Section 2(f)(v) above); provided, however, that the Company and the Operating Partnership will remain liable for any previously accrued Additional Interest. Any amounts of Additional Interest due pursuant to this Section 2(g) will be payable by the Operating Partnership semi-annually in arrears in cash on the next succeeding interest payment date to Holders under entitled to receive such Additional Interest on the relevant record dates for the payment of interest. Notwithstanding any provision in this Agreement with Agreement, in no event shall Additional Interest accrue to Holders in respect to Common Shares issued upon exchange of the Notes. If any Registration Default.
(b) With respect Note ceases to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of be outstanding during any period for which Additional Interest is required to be paid (an “Event Date”) on accruing, the Notes of such Series. Any Operating Partnership will prorate the Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owingsuch Note. Each obligation to pay Additional Interest shall be deemed represent the sole entitlement of the Holders to accrue from and including money damages relating to the day following failure of the applicable Event DateCompany to file or otherwise designate a Shelf Registration Statement with the SEC on or prior to the Filing Deadline.
Appears in 1 contract
Sources: Registration Rights Agreement (Sunstone Hotel Partnership, LLC)
Additional Interest. (a) In The Issuers and the event thatInitial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company and Capital II fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and Capital II agree to pay additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below:
(i) if neither an the Exchange Offer Registration Statement nor a the Initial Shelf Registration has been filed on or prior to the Filing Date;
(ii) if neither the Exchange Registration Statement covering a Series of Notes is nor the Initial Shelf Registration has been declared effective by the SEC on or prior to the Effectiveness Deadline; orDate;
(iiiii) if an Initial Shelf Registration required by Section 2(c)(2) has not been filed on or prior to the date 45 days after delivery of the Shelf Notice;
(iv) if an Initial Shelf Registration required by Section 2(c)(2) has not been declared effective on or prior to the date 105 days after the delivery of the Shelf Notice; and/or
(v) if (A) the Issuer has Company and Capital II have not exchanged the Exchange Notes for all Transfer Restricted Notes of a and Series of A/B Notes validly tendered in accordance with the terms of an the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline Consummation Date or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Exchange Registration Statement ceases to be effective at any time prior to the end time that the Exchange Offer is consummated as to all Notes and Series A/B Notes validly tendered or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the termination of the Effectiveness Period Period. (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (ii), v) above is a “"Registration Default”"), then additional interest (“. The sole remedy available to Holders of the Notes for a Registration Default will be the accrual of Additional Interest”) will accrue Interest as follows: the per annum inter est rate on the principal amount Notes will increase by .50% during the first 90-day period following the occurrence of a Registration Default and until it is waived or cured; and the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which interest rate will be increased increase by an additional 0.25.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on during which the Registration Default with respect remains uncured, up to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the a maximum additional interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; rate of 2.0% per annum, provided, however, that only Holders of Private Exchange Notes shall be entitled to receive Additional Interest as a result of a Registration Default pursuant to clause (iii) or (iv), provided, further, that (1) upon the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one filing of the foregoing clauses Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Periodabove), (2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration (in a timely manner and is therefore not named as a selling security holder the case of (ii) above), (3) upon the filing of the Shelf Registration (in the case of (iii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), or (5) upon the exchange of Exchange Notes for all Notes tendered or the effectiveness of a Shelf Registration Statement(in the case of (v)(A) above), or upon the Holder will not be entitled subsequent effectiveness of the Exchange Registration Statement which had ceased to receive any remain effective or the effectiveness of a Shelf Registration (in the case of (v)(B) above), or upon the subsequent effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(C) above), Additional Interest with respect on the Notes as a result of such clause (i), (ii), (iii), (iv) or (v) (or the relevant subclause thereof), as the case may be, shall cease to its Transfer Restricted Notes; accrue and (3) the Issuer interest rate on the Notes will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by the Notes.
(b) With respect to each Series, the Issuer The Issuers shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) on the Notes of such Series"). Any amounts of Additional Interest due shall pursuant to (a)(i), (a)(ii), (a)(iii), (a)(iv) or (a)(v) of this Section 4 will be payable in cash semi-annually on each interest payment May 15 and November 15 (to the Holders of record on the May 1 and November 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue and until such Registration Default is cured, by depositing with the Trustee, in trust for the benefit of such Holders, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the applicable series affected thereby to Registrable Notes, multiplied by a fraction, the Holder numerator of Notes which is the number of days such Series with respect to which Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date360.
Appears in 1 contract
Sources: Registration Rights Agreement (Target Directories of Michigan Inc)
Additional Interest. (a) In the event thatThe Issuer agrees that if:
(i) neither an the Issuer fails to file the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by with the SEC Commission on or prior to the Effectiveness Deadline; or120th day after the Issue Date;
(ii) the Issuer fails to file the Shelf Registration with the Commission on or prior to the Filing Date;
(Aiii) the Exchange Offer Registration Statement is not declared effective on or prior to the 210th day following the Issue Date or the Shelf Registration Statement is not declared effective on or prior to the 90th day after the Filing Date, in each case, if that day is not a Business Day, the next day that is a Business Day (the “Effectiveness Target Date”);
(iv) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with fails to consummate the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after following the Effectiveness Deadline date on which the Exchange Offer Registration Statement is declared effective; or
(v) the Exchange Offer Registration Statement or (B) if applicable, the Shelf Registration Statement has been is declared effective and such Shelf Registration Statement but thereafter ceases to be effective at any time prior to or usable in connection with the end resales of Transfer Restricted Securities during the Effectiveness Applicable Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (ii), v) a “Registration Default”), then the Issuer will pay additional cash interest (“Additional Interest”) will accrue on the principal amount to each holder of the Transfer Restricted Notes of the applicable Series at a Securities. The rate of Additional Interest will be 0.25% per annum on the outstanding principal amount of Transfer Restricted Securities for the first 90 days commencing on the day 90-Day period immediately following the occurrence of a Registration Default, which rate will be increased increasing by an additional 0.25% per annum for on the outstanding principal amount of Transfer Restricted Securities with respect to each subsequent 90-day Day period thereafter that such Additional Interest continues up to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50a maximum amount of additional interest of 1.00% per annum)annum on the outstanding principal amount of Transfer Restricted Securities, to but excluding from and including the date on which the any such Registration Default shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured or (2) the date on which all the Transfer Restricted Securities otherwise become freely transferable by Holders other than affiliates of the Issuer without further registration under the Securities Act. The Company will pay such Additional Interest on regular Interest Payment Dates in the same manner as other interest is paid on the Notes. Such Additional Interest will be in addition to any other interest payable from time to time with respect to such Series has been curedthe Notes. All Additional Interest will be paid semi-annually in arrears with by the interest payment due Company and the Guarantors on the first next scheduled interest payment date following to The Depository Trust Company (“DTC”) or its nominee by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Notes by wire transfer to the date on which accounts specified by them or by mailing checks to their registered addresses if no such Additional Interest begins to accrue; providedaccounts have been specified. Notwithstanding the foregoing, however, that (1) the amount of Additional Interest applicable to any Series of Transfer Restricted Notes may payable shall not accrue under increase more than by the foregoing rates because more than one of the foregoing clauses (i) Registration Default has occurred and (ii) with respect to such Series at any one time, is pending and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder of Notes or Exchange Notes who is not able entitled to or does not provide the representations and information required in connection with a benefits of the Shelf Registration in a timely manner and is therefore Statement (i.e., such Holder has not named as a selling security holder in a Shelf Registration Statement, the Holder will elected to include information) shall not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities a Registration Default that pertains to the Holders under this Agreement with respect to any Shelf Registration DefaultStatement.
(b) With respect to each SeriesSo long as Transfer Restricted Securities remain outstanding, the Issuer shall notify the Trustee within three five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Seriespaid. Any amounts of Additional Interest due shall pursuant to clauses (a)(i) through (a)(v) of this Section 4 will be payable in cash semi-annually on each Interest Payment Date, commencing with the first such date occurring after any such Additional Interest commence to accrue, to Holders to whom regular interest payment date of the applicable series affected thereby to the Holder of Notes of is payable on such Series Interest Payment Date with respect to which Notes that are Transfer Restricted Securities. The amount of Additional Interest is due and owing. Each obligation to pay for Transfer Restricted Securities will be determined by multiplying the applicable rate of Additional Interest shall by the aggregate principal amount of all such Transfer Restricted Securities outstanding on the Interest Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to a Registration Default (and thereafter at the next succeeding Interest Payment Date until the cure of such Registration Default), multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-Day year comprised of twelve 30-Day months and, in the case of a partial month, the actual number of Days elapsed), and the denominator of which is 360. Such Additional Interest will be deemed in addition to accrue any other interest payable from and including time to time with respect to the day following the applicable Event DateNotes.
Appears in 1 contract
Sources: Registration Rights Agreement (Vantage Drilling CO)
Additional Interest. (a) In the event that:
If (i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC not Consummated on or prior to the Effectiveness Exchange Deadline; or
, (ii) (A) a Shelf Registration Statement applicable to the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with Securities required to be filed by the terms of an Exchange Offer for Exchange Notes this Agreement is not declared effective (or does not automatically become effective) on or prior to the 30th 90th calendar day following any Shelf Filing Deadline (or if such 90th day is not a Business Day after Day, the Effectiveness Deadline next succeeding Business Day), or (Biii) if applicable, the a Shelf Registration Statement has been applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is declared effective and such Shelf Registration Statement ceases (or automatically becomes effective) as required but thereafter fails to be remain effective at or becomes unusable in connection with resales for more than 30 calendar days, excluding any time prior to the end of the Effectiveness Blackout Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (ii)iii) above, a “Registration Default”), then additional the Issuer hereby agrees that the interest (“Additional Interest”) will accrue on the principal amount of rate borne by the Transfer Restricted Notes of the applicable Series at a rate of Securities shall be increased by 0.25% per annum for the first 90 days commencing on the 90-day period immediately following the Registration Default, which rate will be increased Exchange Deadline and by an additional 0.25% per annum for with respect to each subsequent 90-day period, in each case for the period thereafter that such Additional Interest continues of occurrence of the Registration Default, up to accrue; provided that the a maximum additional interest rate at which such Additional Interest accrues may in no event exceed 0.50of 1.00% per annumannum thereafter (“Additional Interest”), to but excluding until the date on which earlier of the consummation of the Exchange Offer and such time as no Registration Default with respect to is in effect, plus such Series has been cured. additional amount of time as is required under the last sentence of Section 6(c), upon which Additional Interest will be paid semi-annually in arrears with cease to accrue and the interest payment due rate on the first interest payment date following Transfer Restricted Securities will revert to the date on which such Additional Interest begins to accrueoriginal rate; provided, however, that (1) that, if after the date such Additional Interest applicable ceases to any Series of Transfer Restricted Notes may not accrue, another Registration Default occurs, Additional Interest will again commence accruing pursuant to the foregoing provisions. In no event will Additional Interest accrue under more than one of the foregoing clauses (i), (ii) and (iiiii) at any one time; provided, however, that the amount of Additional Interest accruing on the Transfer Restricted Securities shall not exceed, in any event, 1.00% per annum. The obligations of the Issuer and the Guarantors to pay Additional Interest as set forth in this Section 5 shall be the sole and exclusive remedy of the Holders for any Registration Default. All obligations of the Issuer and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Series at any one time, and security shall have been satisfied in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultfull.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Sources: Registration Rights Agreement (Memorial Resource Development Corp.)
Additional Interest. (a) In The parties hereto agree that Holders of Transfer Restricted Notes will suffer damages if the Company and the Guarantors fail to perform their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that:
that (i) neither an Exchange Offer the applicable Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC Commission on or prior to the Effectiveness Deadline; or
date specified herein for such filing, (ii) (A) the Issuer applicable Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes Commission on or prior to the 30th Business Day date specified herein for such effectiveness after the Effectiveness Deadline or such obligation arises, (Biii) if applicablethe Registered Exchange Offer is required to be Consummated hereunder, the Shelf Registration Statement Registered Exchange Offer has not been declared effective and such Shelf Registration Statement ceases to be effective at any Consummated by the Company within the time period set forth in the last sentence of Section 2(a) hereof, (iv) prior to the end of the Effectiveness Exchange Offer Registration Period or the Shelf Registration Period, the Commission shall have issued a stop order suspending the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, or proceedings have been initiated with respect to the Registration Statement under Section 8(d) or 8(e) of the Act, or (v) the Prospectus forming a part of a Registration Statement ceases to be useable in connection with resales of the Transfer Restricted Notes covered by such Registration Statement prior to the end of the Exchange Offer Registration Period or the Shelf Registration Period (provided that the Issuer will be permitted to suspend the use whether or not as a result of the prospectus that is part initiation of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided period pursuant to the HoldersSection 3(d) hereof) (any each such event referred to in the foregoing clauses (i) or through (iiv), a “"Registration Default”"), then additional interest (“Additional Interest”) will accrue on the principal amount of with respect to the Transfer Restricted Notes ("Additional Interest") will accrue with respect to the first 90-day period immediately following the occurrence of the applicable Series at a rate of 0.25such Registration Default in an amount equal to 0.50% per annum for the first 90 days commencing on the day following the Registration Default, which rate per $1,000 principal amount of such Notes and will be increased increase by an additional 0.250.50% per annum per $1,000 principal amount of such Notes for each subsequent 90-day period thereafter that until such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. , up to an aggregate maximum amount of Additional Interest will be paid semi-annually in arrears with of 2.0% per annum per $1,000 principal amount of Notes for all Registration Defaults. Following the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series cure of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration StatementDefault, the Holder will not be entitled to receive any accrual of Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer such Registration Default will have no other liabilities to the Holders under this Agreement cease with respect to any that Registration Default.
(b) With respect to each Series, the Issuer The Company shall notify the Trustee within three Business Days after and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every date on which an event occurs in respect of which Registration Default. The Company shall pay the Additional Interest is required to be paid (an “Event Date”) due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Company for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 a.m. on the next interest payment date specified in the Indenture (or such Seriesother indenture), sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date of specified by the applicable series affected thereby Indenture (or such other indenture) to the Holder of Notes of record holders entitled to receive the interest payment to be made on such Series with respect to which Additional Interest is due and owingdate. Each obligation to pay Additional Interest shall be deemed to accrue from and including include the day following date of the applicable Event DateRegistration Default to, but excluding, the relevant interest payment date.
(c) All of the Company's and the Guarantors' obligations set forth in this Section 4 which are outstanding with respect to any Transfer Restricted Note at the time such Note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such Transfer Restricted Note have been satisfied in full (notwithstanding termination of this Agreement).
Appears in 1 contract
Sources: Registration Rights Agreement (CCI International, Inc.)
Additional Interest. (ai) In the event that:
that (iA) neither on or prior to the 90th day after the Issue Date, an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by has not been filed with the SEC SEC, (B) on or prior to the 210th day after the Issue Date (the “Effectiveness Deadline; or
(ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of Target Date”), an Exchange Offer for Exchange Notes Registration Statement has not been declared effective, (C) on or prior to the 30th Business Day 240th day after the Effectiveness Deadline or Issue Date, the Exchange Offer has not been consummated, (BD) if applicable, the Shelf Registration Statement has been is required to be filed but is not filed or declared effective and such Shelf within the time periods required in Section 2(b) above or (E) any Registration Statement ceases required hereby is filed and declared effective prior to the Effectiveness Target Date but shall thereafter cease to be effective at any time prior to or usable in connection with the end Exchange Offer or resales of Transfer Restricted Notes, as the Effectiveness Period case may be, during the periods specified herein (provided that as a result of an order suspending the Issuer will be permitted to suspend the use of the prospectus that is part effectiveness of such Shelf Registration Statement if or otherwise) without being immediately succeeded by an additional Registration Statement covering the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments Transfer Restricted Notes which has been filed and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) declared effective (any each such event referred to in the foregoing clauses (iA) or through (iiE), a “Registration Default”), then the Company shall pay additional interest to each Holder of Transfer Restricted Notes as to which such Registration Default relates (“Additional Interest”), with respect to the first 90-day period (or portion thereof) will accrue on while a Registration Default is continuing immediately following the principal amount occurrence of the Transfer Restricted Notes of the applicable Series such Registration Default, at a rate of equal to 0.25% per annum for of the first 90 days commencing Accreted Value (as defined in the Indenture) of the Notes; provided, that all Additional Interest that accrues on or prior to June 15, 2009 shall be added to the day following the Registration Default, which rate Accreted Value of each note. The amount of Additional Interest will be increased increase by an additional 0.25% per annum for of the Accreted Value of the Notes at the end of each subsequent 90-day period thereafter that such Additional Interest continues (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50an aggregate maximum amount of 1.00% per annum), to but excluding annum of the date on which Accreted Value of the Registration Default with respect to such Series has been curedNotes. Additional Interest will shall be paid semi-annually in arrears with the interest payment due computed based on the first interest payment date actual number of days elapsed during which any such Registration Default exists. Immediately following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series cure of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration StatementDefault, the Holder will not be entitled to receive any accrual of Additional Interest with respect to its Transfer Restricted Notes; such Registration Default will cease and (3) the Issuer interest rate will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultoriginal rate.
(bii) With respect to each Series, the Issuer The Company shall notify the Trustee within three five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) ). Additional Interest shall be paid in arrears by depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Notes, on or before the Notes of such Seriesapplicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable in arrears on each interest payment date of the applicable series affected thereby to the record Holder of Notes of entitled to receive the interest payment to be paid on such Series with respect to which Additional Interest is due and owingdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from from, and including the day following following, the applicable Event Date.
Appears in 1 contract
Sources: Registration Rights Agreement (Language Line Holdings, Inc.)
Additional Interest. (a) In the event that:
that (i) (A) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness DeadlineDate or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers and the Subsidiary Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 90th day following the date such Shelf Registration Statement was filed; or
or (ii) (A) the Issuer has Issuers have not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (Period; provided that the Issuer Issuers will be permitted to suspend the use of the prospectus that is part of such the Shelf Registration Statement if the Issuer’s Issuers’ management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 60 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period, period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) Holders (any event referred to in the foregoing clauses (i) or (ii), ) a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25and increasing to 1.00% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that on the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum)91st day, to but excluding the date day on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1a) the Additional Interest applicable to any Series of on the Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, time and in no event will Additional Interest accrue after the Effectiveness Period, (2b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3c) the Issuer Issuers will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer The Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series). Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Sources: Registration Rights Agreement (MGP Finance Co-Issuer, Inc.)
Additional Interest. In the event that either, -------------------
(a) In the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC on or prior to the Effectiveness Deadline; or75th calendar day following the Closing Date, or a Shelf Registration Statement is not filed with the SEC prior to the dates specified for such filing in Section 2.2 hereof;
(ii) (Ab) the Issuer Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes SEC under the 1933 Act on or prior to the 30th Business Day 120th calendar day following the Closing Date, or a Shelf Registration Statement is not declared effective by the SEC under the 1933 Act on or prior to the 120/th/ day after such filing obligation arises,
(c) the Effectiveness Deadline Exchange Offer is not consummated within 150 days following the Closing Date,
(d) a Shelf Registration Statement is declared effective but thereafter, during the period for which the Company and the Subsidiary Guarantors are required to maintain the effectiveness of such Shelf Registration Statement, it ceases to be effective or usable in connection with the resale of the Notes covered by such Shelf Registration Statement, or
(e) the Exchange Offer Registration Statement is declared effective, but thereafter, during the Broker Prospectus Period, it ceases to be effective (or the Company or any Subsidiary Guarantor restricts the use of the prospectus included therein) (each such event referred to in these clauses (a) through (e) above, a "Registration Default"), then, the interest rate borne by the Transfer Restricted Notes shall be increased by one-quarter of one percent (0.25%) per annum with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, which rate will increase by an additional one quarter of one percent (0.25%) per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, provided that the maximum aggregate increase in the interest rate on the Transfer Restricted Notes will in no event exceed one percent (1.00%) per annum (the "Additional Interest"). Following the cure of all Registration Defaults the accrual of Additional Interest will cease and the interest rate on the Transfer Restricted Notes will revert to the original rate. Notwithstanding the foregoing, any Registration Default specified in clause (a), (b) or (Bc) if applicable, of this Section that relates to the Exchange Offer Registration Statement or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement has been is declared effective by the SEC, or earlier upon the cure of the Registration Default described therein. If the Shelf Registration Statement is unusable by the Holders whose Transfer Restricted Notes are covered thereby for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 30 days in the aggregate, then the interest rate borne by such Holders' Notes will be increased by one-quarter of one percent (0.25%) per annum for the first 90-day period (or portion thereof) beginning on the 31st day in any consecutive twelve-month period that such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Defaultusable, which rate will shall be increased by an additional one-quarter of one percent (0.25% %) per annum for at the beginning of each subsequent 90-day period thereafter that such Additional Interest continues to accrue; (or portion thereof) in any consecutive twelve-month period during which the Shelf Registration Statement is unusable, provided that the maximum aggregate increase in the interest rate at which on such Additional Interest accrues may Holder's Notes will in no event exceed 0.50% one percent (1.00%) per annum). Any amounts payable under this paragraph shall also be deemed "Additional Interest" for purposes of this Agreement. Upon any such Shelf Registration Statement once again becoming usable, the interest rate borne by the Notes will be reduced to but excluding the date on which the original interest rate if no other Registration Default with respect to shall be continuing at such Series has been curedtime. Additional Interest will shall be paid semi-annually in arrears with the interest payment due computed based on the first interest payment date following actual number of days elapsed in each 90-day period in which the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and Statement is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer unusable. The Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) on the Notes of such Series"). Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Sources: Registration Rights Agreement (Grand Palais Riverboat Inc)
Additional Interest. (a) In the event that:
that (i) neither an Exchange Offer the applicable Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC on or prior to the Effectiveness Deadline; or
date specified herein for such filing, (ii) (A) the Issuer has applicable Registration Statement is not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes declared effective on or prior to the 30th date specified herein for such effectiveness after such obligation arises (the "Effectiveness Target Date"), (iii) if the Exchange Offer is required to be consummated hereunder, the Company fails to consummate the Exchange Offer within 30 Business Day after Days of the Effectiveness Deadline Target Date with respect to the Exchange Offer Registration Statement or (Biv) if applicablethe applicable Registration Statement is filed and declared effective prior to the Effectiveness Target Date but shall thereafter cease to be effective or usable without being succeeded immediately by an additional Registration Statement covering the Registrable Securities which has been filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), then the interest rate on the Registrable Securities as to which such Registration Default relates will increase ("Additional Interest"), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, in an amount equal to 0.25% per annum of the principal amount of the Securities. The rate of additional Interest will increase by an additional 0.25% per annum of the principal amount of the Securities for each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to an aggregate maximum increase in the in- terest rate of 1.00% per annum of the principal amount of the Securities. Additional Interest shall be computed based on the actual number of days elapsed during which any such Registration Defaults exist. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and the interest will revert to the original rate. If the Company issues a notice that the Shelf Registration Statement has been declared effective is unusable due to the pendency of an announcement of a material corporate transaction, or such a notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve-month period for which all such notices are issued or required to be issued exceeds 30 days in the aggregate, then the interest rate borne by the applicable Securities will be increased by 0.25% per annum following the date that such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, usable for a period not to exceed an aggregate of 90 days time in any twelve-month period, and without specifying the nature excess of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Defaultperiod permitted above, which rate will shall be increased by an additional 0.25% per annum for at the beginning of each subsequent 90-day period thereafter that such Additional Interest continues to accrueperiod; provided that the aggregate increase in such annual interest rate at which such Additional Interest accrues may in no event exceed 0.501.00% per annum). Upon the Company declaring that the Shelf Registration Statement is usable after the period of time described in the preceding sentence, to but excluding the date on which interest rate borne by the Registration Default with respect to such Series has been cured. Additional Interest applicable Securities will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities reduced to the Holders under original interest rate if the Company is otherwise in compliance with this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer paragraph. The Company shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) "). Additional Interest shall be paid in arrears by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or before the Notes of such Seriesapplicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable in arrears on each interest payment date of the applicable series affected thereby to the record Holder of Notes of Securities entitled to receive the interest payment to be paid on such Series with respect to which Additional Interest is due and owingdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Sources: Registration Rights Agreement (Westpoint Stevens Inc)
Additional Interest. (a) In The parties hereto acknowledge that the Holders of New Notes or Exchange Notes, as the case may be, will suffer damages if the Issuers fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that:
(i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC has not been filed on or prior to the Effectiveness Deadline; or90th day following the Settlement Date;
(ii) (A) the Issuer Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes been declared effective on or prior to the 30th Business Day after 180th day following the Effectiveness Deadline or Settlement Date;
(Biii) if applicable, neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective and on or prior to the 210th day following the Settlement Date; or
(iv) after either the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective, such Shelf Registration Statement ceases to be effective at any time prior to or usable in connection with the end Registered Exchange Offer or resales of the Effectiveness Period (provided that the Issuer will New Notes during a period in which it is required to be permitted to suspend the use of the prospectus that is part of such Shelf effective hereunder without being succeeded immediately by any additional Registration Statement if or post-effective amendment covering the Issuer’s management determines to do so for valid business reasonsNew Notes or the Exchange Notes, including circumstances relating to pending corporate developments as the case may be, which has been filed and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) declared effective; (any each such event referred to in the foregoing clauses (i) or through (iiiv), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted New Notes and the Exchange Notes, respectively (in addition to the stated interest on the New Notes and the Exchange Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the applicable Series then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum for during the 90-day period immediately following such first 90 days commencing on the day following the occurrence of a Registration DefaultDefault and while any such Registration Default has occurred and is continuing, which rate will be increased and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period thereafter that such Additional Interest continues up to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed a maximum of 0.50% per annum)annum with respect to all Registration Defaults, to but excluding until the date on which all of the Registration Default with respect filings, declarations of effectiveness and consummations referred to such Series has in the preceding sentence have been cured. Additional Interest will be paid semi-annually in arrears with achieved, on which date the interest payment due rate on the first interest payment date following New Notes and the date on which such Additional Interest begins to accrue; providedExchange Notes, howeverrespectively, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by such notes.
(b) With respect to each Series, the Issuer The Issuers shall notify the Trustee within three Business Days after or the Exchange Notes Trustee, as applicable, immediately upon their knowledge of the happening of each and every date on which an event occurs in respect of which Registration Default. The Issuers shall pay the Additional Interest is required to be paid (an “Event Date”) due on the New Notes or Exchange Notes, as the case may be, by depositing with the Trustee or the Exchange Notes Trustee, as applicable (which in either case shall not be any of such Seriesthe Issuers for these purposes), in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture or the Exchange Notes Indenture, as applicable, sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date specified by the Indenture or the Exchange Notes Indenture, as applicable, to the record holders entitled to receive the interest payment to be made on such date.
(c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the applicable series affected thereby to damages that will be suffered by Holders of New Notes or Exchange Notes by reason of the Holder happening of Notes any Registration Default.
(d) All of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest the Issuers’ obligations set forth in this Section 5 shall be deemed to accrue from and including survive the day following the applicable Event Datetermination of this Agreement.
Appears in 1 contract
Additional Interest. In the event that either,
(a) In the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC on or prior to the Effectiveness Deadline; or135th calendar day following the Closing Date, or a Shelf Registration Statement is not filed with the SEC prior to the dates specified for such filing in Section 2.2 hereof;
(ii) (Ab) the Issuer Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes SEC under the 1933 Act on or prior to the 30th Business Day 180th calendar day following the Closing Date, or a Shelf Registration Statement is not declared effective by the SEC under the 1933 Act on or prior to the 180th day after such filing obligation arises,
(c) the Effectiveness Deadline Exchange Offer is not consummated within 210 days following the Closing Date,
(d) a Shelf Registration Statement is declared effective but thereafter, during the period for which the Company and the Subsidiary Guarantors are required to maintain the effectiveness of such Shelf Registration Statement, it ceases to be effective or usable in connection with the resale of the Notes covered by such Shelf Registration Statement, or
(e) the Exchange Offer Registration Statement is declared effective, but thereafter, during the Broker Prospectus Period, it ceases to be effective (or the Company or any Subsidiary Guarantor restricts the use of the prospectus included therein) (each such event referred to in these clauses (a) through (e) above, a "REGISTRATION DEFAULT"), then, the interest rate borne by the Transfer Restricted Notes shall be increased by one-quarter of one percent (0.25%) per annum with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, which rate will increase by an additional one quarter of one percent (0.25%) per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, provided that the maximum aggregate increase in the interest rate on the Transfer Restricted Notes will in no event exceed one percent (1.00%) per annum (the "ADDITIONAL INTEREST"). Following the cure of all Registration Defaults the accrual of Additional Interest will cease and the interest rate on the Transfer Restricted Notes will revert to the original rate. Notwithstanding the foregoing, any Registration Default specified in clause (a), (b) or (Bc) if applicable, of this Section that relates to the Exchange Offer Registration Statement or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement has been is declared effective by the SEC, or earlier upon the cure of the Registration Default described therein. If the Shelf Registration Statement is unusable by the Holders whose Transfer Restricted Notes are covered thereby for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 30 days in the aggregate, then the interest rate borne by such Holders' Notes will be increased by one-quarter of one percent (0.25%) per annum for the first 90-day period (or portion thereof) beginning on the 31st day in any consecutive twelve-month period that such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Defaultusable, which rate will shall be increased by an additional one-quarter of one percent (0.25% %) per annum for at the beginning of each subsequent 90-day period thereafter that such Additional Interest continues to accrue; (or portion thereof) in any consecutive twelve-month period during which the Shelf Registration Statement is unusable, provided that the maximum aggregate increase in the interest rate at which on such Additional Interest accrues may Holder's Notes will in no event exceed 0.50% one percent (1.00%) per annum). Any amounts payable under this paragraph shall also be deemed "ADDITIONAL INTEREST" for purposes of this Agreement. Upon any such Shelf Registration Statement once again becoming usable, the interest rate borne by the Notes will be reduced to but excluding the date on which the original interest rate if no other Registration Default with respect to shall be continuing at such Series has been curedtime. Additional Interest will shall be paid semi-annually in arrears with the interest payment due computed based on the first interest payment date following actual number of days elapsed in each 90-day period in which the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and Statement is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer unusable. The Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series"EVENT DATE"). Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Additional Interest. In the event that (a) In the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC on or prior to the Effectiveness Deadline; or
30th day after the Closing Date, (ii) (Ab) the Issuer Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes been declared effective on or prior to the 30th Business Day 90th day (150th day if the Exchange Offer Registration Statement is subjected to a review by the SEC staff after the Effectiveness Deadline Closing Date, (c) the Exchange Offer is not consummated on or prior to the 120th day (180th day if the Exchange Offer Registration Statement is subjected to a review by the SEC staff) after the Closing Date, or (Bd) if applicablethe Co-Issuers are required by Section 2.2 to file a Shelf Registration Statement, and the Shelf Registration Statement has been Statement, if required, is not declared effective and such Shelf Registration Statement ceases to be effective at any time on or prior to the end of the Effectiveness Period 150th day following a Shelf Triggering Event (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (ia) or through (ii)d) above, a “Registration Default”), then additional the interest rate borne by the Securities shall be increased (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of by 0.25% per annum for upon the first 90 days commencing on the day following the occurrence of each Registration Default, which rate will be increased increase by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; accrue under any such circumstance, provided that the maximum aggregate increase in the interest rate at which such Additional Interest accrues may will in no event exceed 0.501.00% per annum), to but excluding annum in each case until the earlier of the date on all Registration Defaults are cured, at which time the Registration Default with respect to such Series has been cured. accrual of Additional Interest will be paid semi-annually cease and the interest rate will revert to the original rate. Notwithstanding the foregoing, a Holder of Registrable Securities who participated or could have participated in arrears a consummated Exchange Offer shall not, subsequent to the consummation of such Exchange Offer in accordance with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; providedterms of this Agreement, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement any failure with respect to any a Shelf Registration Default.
(b) With Statement. Following the cure of all Registration Defaults, the accrual of Additional Interest with respect to Registration Defaults will cease. If the Shelf Registration Statement is unusable by the Holders for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 45 days in the aggregate (other than as part of a permitted Shelf Suspension Period), then the interest rate borne by the Securities will be increased by 0.25% per annum of the principal amount of the Securities for the first 90-day period (or portion thereof) beginning on the 45th such date that such Shelf Registration Statement ceases to be usable in such twelve-month period (other than as part of a permitted Shelf Suspension Period), which rate shall be increased by an additional 0.25% per annum of the principal amount of the Securities at the beginning of each Seriessubsequent 90-day period, provided that the maximum aggregate increase in the interest rate will in no event exceed 1.00% per annum. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. Upon the Shelf Registration Statement once again becoming usable, the Issuer accrual of Additional Interest will cease and the interest rate borne by the Notes will be reduced to the original interest rate if the Co-Issuers are otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. Additional Interest shall not accrue or be payable for more than one outstanding Registration Default pursuant to the two preceding paragraphs at any given time. The Co-Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is would be required to be paid paid, notwithstanding the application of the immediately preceding sentence (an “Event Date”) ). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or before the Notes of such Seriesapplicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the record Holder of Notes of Registrable Securities entitled to receive the interest payment to be paid on such Series with respect to which Additional Interest is due and owingdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, no Additional Interest will be owed in respect of any Existing Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Navios Maritime Holdings Inc.)
Additional Interest. If any interest payment on any Class of the Series 2020-2 Notes is not timely paid in full when due, such overdue interest will bear interest at the applicable Stated Rate, payable as Additional Interest to the extent permitted by applicable law at the times and subject to the priorities set forth in the Flow of Funds. If a Rapid Amortization Event occurs with respect to a Class of Series 2020-2 Notes (aother than the Subordinated Notes), the Issuer will also be required to pay the Noteholders of such Class of Series 2020-2 Notes (other than the Subordinated Notes), as part of, Additional Interest, interest on each Payment Date occurring on and after the Rapid Amortization Date in an amount equal to the Rapid Amortization Additional Interest Rate multiplied by the Outstanding Principal Balance of such Class of Series 2020-2 Notes (other than the Subordinated Notes) In (after giving effect to all payments on the event that:
relevant Class of Series 2020-2 Notes (other than the Subordinated Notes) made on such day) (such interest, the “Marginal Interest”) to the extent permitted by applicable law at the times and subject to the priorities set forth in the Flow of Funds. Such Marginal Interest due (if any) shall be (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by calculated on the SEC on or prior to the Effectiveness Deadline; or
(ii) (A) the Issuer has not exchanged all Transfer Restricted Notes basis of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90360-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semiyear consisting of twelve 30-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) day months and (ii) due and payable in arrears on each Payment Date on or after the Rapid Amortization Date. If any interest payment on any Subordinated Notes is not timely paid in full when due, the overdue interest will bear interest at the rate applicable to such Subordinated Notes, payable on each Payment Date as provided in the Flow of Funds (such interest being “Additional Interest” with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2Subordinated Notes) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultextent permitted by Applicable Law.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Additional Interest. (a) In The parties hereto acknowledge that the Holders of New Notes or Exchange Notes, as the case may be, will suffer damages if the Company fails to perform its obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that:
(i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC has not been filed on or prior to the Effectiveness Deadline; or90th day following the Settlement Date;
(ii) (A) the Issuer Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes been declared effective on or prior to the 30th Business Day after 180th day following the Effectiveness Deadline or Settlement Date;
(Biii) if applicable, neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective and on or prior to the 210th day following the Settlement Date;
(iv) the Shelf Registration Statement is not declared effective on or prior to the 45th day following the request or requirement therefore pursuant to section 3(b) hereof;
(v) after the Exchange Offer Registration Statement has been declared effective, such Shelf Registration Statement ceases to be effective at any time or usable in connection with the Registered Exchange Offer or resales of the New Notes prior to the end consummation of the Effectiveness Period Registered Exchange Offer; or
(provided that vi) after the Issuer will Shelf Registration Statement, if applicable, has been declared effective, but ceases to be permitted to suspend the use effective or usable in connection with resales of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, New Notes for a period not to exceed an aggregate of 90 time that exceeds 60 days in aggregate in any twelve12-month period, and without specifying the nature of the event giving rise period in which it is required to a suspension in any notice of suspension provided to the Holders) be effective under this Agreement; (any each such event referred to in the foregoing clauses (i) or through (iiiv), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted New Notes and the Exchange Notes, respectively (in addition to the stated interest on the New Notes and the Exchange Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the applicable Series then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum for during the 90-day period immediately following such first 90 days commencing on the day following the occurrence of a Registration DefaultDefault and while any such Registration Default has occurred and is continuing, which rate will be increased and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period thereafter that such Additional Interest continues up to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed a maximum of 0.50% per annum)annum with respect to all Registration Defaults, to but excluding until the date on which all of the Registration Default with respect filings, declarations of effectiveness and consummations referred to such Series has in the preceding sentence have been cured. Additional Interest will be paid semi-annually in arrears with achieved, on which date the interest payment due rate on the first interest payment date following New Notes and the date on which such Additional Interest begins to accrue; providedExchange Notes, howeverrespectively, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by such notes.
(b) With respect to each Series, the Issuer The Company shall notify the Trustee within three Business Days after or the Exchange Notes Trustee, as applicable, immediately upon its knowledge of the happening of each and every date on which an event occurs in respect of which Registration Default. The Company shall pay the Additional Interest is required to be paid (an “Event Date”) due on the New Notes or Exchange Notes, as the case may be, by depositing with the Trustee or the Exchange Notes Trustee, as applicable, in trust, for the benefit of such Seriesthe Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture or the Exchange Notes Indenture, as applicable, sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date specified by the Indenture or the Exchange Notes Indenture, as applicable, to the record holders entitled to receive the interest payment to be made on such date.
(c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the applicable series affected thereby to damages that will be suffered by Holders of New Notes or Exchange Notes by reason of the Holder happening of Notes any Registration Default.
(d) All of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest the Company’s obligations set forth in this Section 5 shall be deemed to accrue from and including survive the day following the applicable Event Datetermination of this Agreement.
Appears in 1 contract
Additional Interest. (a) In the event thatIf:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes at any time during the six-month period beginning on, and including, the date which is declared effective by six months after the last date on which any Securities are originally issued under this Indenture, (A) the Company fails to timely file any document or report that it is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or prior (B) the Securities are not otherwise freely tradable by Holders who are not Affiliates of the Company (as a result of restrictions pursuant to U.S. securities law or the Effectiveness Deadline; terms of this Indenture or the Securities), or
(ii) (A) as of the Issuer date that is one year after the last date on which any Securities are originally issued under this Indenture, the Restrictive Legend on the Securities has not exchanged all Transfer Restricted Notes been removed or the Securities are not otherwise freely tradable by Holders who are not Affiliates of a Series of Notes validly tendered in accordance with the Company (without restrictions pursuant to U.S. securities law or the terms of an Exchange Offer for Exchange Notes on this Indenture or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the HoldersSecurities) (any each such event referred to in the foregoing clauses (i) or and (ii), a “Registration Restricted Transfer Default”), and the Company has not cured any such Restricted Transfer Default by the date that is 14 calendar days following the occurrence of such Restricted Transfer Default (such date, the “Restricted Transfer Triggering Date”), then additional interest (“the Company will be required to pay Additional Interest”) Interest in cash on the Securities. Additional Interest on the Securities will accrue on with respect to the first 90-day period (or portion thereof) following the Restricted Transfer Triggering Date for each day that a Restricted Transfer Default is continuing at a rate equal to 0.25% per annum of the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration DefaultSecurities, which rate will be increased increase by an additional 0.25% per annum of the principal amount of the Securities for each subsequent 90-day period thereafter that such (or portion thereof) while a Restricted Transfer Default is continuing until all Restricted Transfer Defaults have been cured, up to a maximum of 0.50% of the principal amount of the Securities. Following the cure of all Restricted Transfer Defaults, the accrual of Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest arising from Restricted Transfer Defaults will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultcease.
(b) With respect Additional Interest payable in accordance with Section 8.16(a) shall be payable in arrears on each Interest Payment Date for the Securities following accrual in the same manner as regular interest on the Securities.
(c) Notwithstanding the foregoing, if the Restrictive Legend on the Securities has not been removed pursuant to each SeriesSection 2.18 or the Securities are not otherwise freely tradable by Holders other than the Company’s Affiliates (as a result of restrictions pursuant to U.S. securities law or the terms of this Indenture or the Securities), the Issuer Company shall notify have the Trustee within three Business Days right to designate an effective shelf registration statement for the resale by the Holders of the Securities or holders of any shares of Common Stock issuable upon conversion of the Securities. Additional Interest shall not accrue for each day on which such registration statement remains effective and usable by Holders for the resale of the Securities or any shares of Common Stock. Any such registration shall be effected on terms customary for convertible securities generally offered in reliance upon Rule 144A under the Securities Act.
(d) During the period of one year after each and every the last date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date any of the applicable series affected thereby to Securities are originally issued, the Holder Company will not, and will not permit any of Notes its “affiliates” (as defined in Rule 144 under the Securities Act) to, resell any of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event DateSecurities that have been reacquired by any of them.
Appears in 1 contract
Sources: Indenture (Imperial Holdings, Inc.)
Additional Interest. (a) In The parties hereto agree that the Holders of Transfer Restricted Senior Subordinated Notes will suffer damages if the Issuers and the Guarantors fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that:
that either (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or
(ii) (A) the Issuer has Issuers have not exchanged Exchange Senior Subordinated Notes for all Transfer Restricted Notes of a Series of Senior Subordinated Notes validly tendered in accordance with the terms of an the Registered Exchange Offer for Exchange Notes or (ii) the Shelf Registration Statement, if required hereby, is not declared effective, in either case on or prior to the 30th Business Day 360 days after the Effectiveness Deadline Issue Date (the “Target Registration Date”), the interest rate on the Senior Subordinated Notes will be increased by (x) 0.25% per annum for the first 90-day period immediately following the Target Registration Date and (y) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the exchange of Exchange Senior Subordinated Notes for all Senior Subordinated Notes validly tendered in accordance with the terms of the Registered Exchange Offer or the Shelf Registration Statement, if required hereby, is declared effective by the Commission or the Senior Subordinated Notes cease to constitute Transfer Restricted Senior Subordinated Notes, up to a maximum of 1.00% per annum of additional interest.
(Bb) if applicable, If the Shelf Registration Statement has been declared effective and such thereafter either ceases to be effective, or the prospectus contained therein ceases to be usable, in each case at any time during the Shelf Registration Period (as a result of the issuance by the Issuers of a notice that the Shelf Registration Statement ceases to be effective at any time prior to is unusable pending the end announcement of a material corporate transaction, the Effectiveness Period (provided that issuance by the Issuer will be permitted to suspend the Issuers of a notice suspending use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines as may be required under applicable securities laws to do so be issued or for valid business reasonsany other reason), including circumstances relating and such failure to pending corporate developments and similar events remain effective or filings with the SEC, usable exists for a period not to exceed an aggregate of more than 60 consecutive days or 90 days (whether or not consecutive) in any twelve-month period, and without specifying then the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) interest rate on Senior Subordinated Notes that constitute Transfer Restricted Senior Subordinated Notes will be increased (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue commencing on the principal amount of 61st day or 91st day, as the Transfer Restricted Notes of the applicable Series at a rate of case may be, in such twelve-month period) by (x) 0.25% per annum for the first 90 days commencing on the 90-day period immediately following the Registration Default, which rate will be increased by such 60th day of ineffectiveness or lack of usability and (y) an additional 0.25% per annum for with respect to each such subsequent 90-day period thereafter that period, up to a maximum of 1.00% per annum of additional interest, which additional interest shall cease to accrue on such Additional Interest continues to accrue; provided date that the rate at which Shelf Registration Statement has again been declared effective or the prospectus contained therein again becomes usable. If after any such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one cessation of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after accrual of additional interest the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration StatementStatement again ceases to be effective or the prospectus contained therein again ceases to be usable beyond the period permitted above, the Holder additional interest will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities again accrue pursuant to the Holders under this Agreement with respect to any Registration Defaultforegoing provisions.
(bc) With respect to each Series, the Issuer The Issuers shall notify the Trustee within three Business Days after and the paying agent under the Indenture promptly upon the happening of each and every date on which an event occurs that results in respect the accrual of which Additional Interest is required additional interest pursuant to be paid Section 3(a) or 3(b) (an any such event being called a “Event DateRegistration Default”) ). The Issuers and the Guarantors shall pay the additional interest due on the Transfer Restricted Senior Subordinated Notes by depositing with the paying agent (which may not be the Issuers for these purposes), in trust, for the benefit of such Seriesthe Holders thereof, prior to 10:00 a.m., New York City time, on the next interest payment date specified by the Indenture and the Senior Subordinated Notes, sums sufficient to pay the additional interest then due. Any Additional Interest The additional interest due shall be payable on each interest payment date of specified by the applicable series affected thereby Indenture and the Senior Subordinated Notes to the Holder of Notes of record holder entitled to receive the interest payment to be made on such Series with respect to which Additional Interest is due and owingdate. Each obligation to pay Additional Interest additional interest shall be deemed to accrue from and including the day following date of the applicable Event DateRegistration Default.
(d) The parties hereto agree that the liquidated damages in the form of additional interest provided for in this Section 3 constitute a reasonable estimate of and are intended to constitute the sole damages that will be suffered by Holders of Transfer Restricted Senior Subordinated Notes by reason of the failure of (i) the Registered Exchange Offer to be completed, (ii) the Shelf Registration Statement, if required hereby, to be declared effective or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
(e) As used herein, the term “Transfer Restricted Senior Subordinated Notes” means (i) each Senior Subordinated Note until the date on which such Senior Subordinated Note has been exchanged for a freely transferable Exchange Senior Subordinated Note in the Registered Exchange Offer, (ii) each Senior Subordinated Note until the date on which it has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) each Senior Subordinated Note until the date on which it is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in Sections 3(a) and 3(b) hereof, the Issuers and the Guarantors shall not be required to pay additional interest to a Holder of Transfer Restricted Senior Subordinated Notes if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Erie Shores Emergency Physicians, Inc.)
Additional Interest. In the event that either,
(a) In the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC on or prior to the Effectiveness Deadline; or120th calendar day following the Closing Date, or a Shelf Registration Statement is not filed with the SEC prior to the dates specified for such filing in Section 2.2 hereof;
(ii) (Ab) the Issuer Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes SEC under the 1933 Act on or prior to the 30th Business Day 180th calendar day following the Closing Date, or a Shelf Registration Statement is not declared effective by the SEC under the 1933 Act on or prior to the 180th day after such filing obligation arises,
(c) the Effectiveness Deadline Exchange Offer is not consummated within 222 days following the Closing Date,
(d) a Shelf Registration Statement is declared effective but thereafter, during the period for which the Company and the Subsidiary Guarantors are required to maintain the effectiveness of such Shelf Registration Statement, it ceases to be effective or usable in connection with the resale of the Notes covered by such Shelf Registration Statement, or
(e) the Exchange Offer Registration Statement is declared effective, but thereafter, during the Broker Prospectus Period, it ceases to be effective (or the Company or any Subsidiary Guarantor restricts the use of the prospectus included therein) (each such event referred to in these clauses (a) through (e) above, a "REGISTRATION DEFAULT"), then, the interest rate borne by the Transfer Restricted Notes shall be increased by one-quarter of one percent (0.25%) per annum with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, which rate will increase by an additional one quarter of one percent (0.25%) per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, provided that the maximum aggregate increase in the interest rate on the Transfer Restricted Notes will in no event exceed one percent (1.00%) per annum (the "ADDITIONAL INTEREST"). Following the cure of all Registration Defaults the accrual of Additional Interest will cease and the interest rate on the Transfer Restricted Notes will revert to the original rate. Notwithstanding the foregoing, any Registration Default specified in clause (a), (b) or (Bc) if applicable, of this Section that relates to the Exchange Offer Registration Statement or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement has been is declared effective by the SEC, or earlier upon the cure of the Registration Default described therein. If the Shelf Registration Statement is unusable by the Holders whose Transfer Restricted Notes are covered thereby for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 30 days in the aggregate, then the interest rate borne by such Holders' Notes will be increased by one-quarter of one percent (0.25%) per annum for the first 90-day period (or portion thereof) beginning on the 31st day in any consecutive twelve-month period that such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Defaultusable, which rate will shall be increased by an additional one-quarter of one percent (0.25% %) per annum for at the beginning of each subsequent 90-day period thereafter that such Additional Interest continues to accrue; (or portion thereof) in any consecutive twelve-month period during which the Shelf Registration Statement is unusable, provided that the maximum aggregate increase in the interest rate at which on such Additional Interest accrues may Holder's Notes will in no event exceed 0.50% one percent (1.00%) per annum). Any amounts payable under this paragraph shall also be deemed "ADDITIONAL INTEREST" for purposes of this Agreement. Upon any such Shelf Registration Statement once again becoming usable, the interest rate borne by the Notes will be reduced to but excluding the date on which the original interest rate if no other Registration Default with respect to shall be continuing at such Series has been curedtime. Additional Interest will shall be paid semi-annually in arrears with the interest payment due computed based on the first interest payment date following actual number of days elapsed in each 90-day period in which the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and Statement is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer unusable. The Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series"EVENT DATE"). Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Additional Interest. (a) In the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC If, on or prior to the Effectiveness Deadline; or
(ii) (A) 180th day following the Issuer has not exchanged all Transfer Restricted Notes of Closing Date, a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been is not declared effective by the Commission or has not become effective (a “Registration Default”), the Company shall be required to pay additional interest (“Additional Interest”), from and including the day following such Registration Default until, but excluding the date on which, such Shelf Registration Statement is declared effective, as applicable, at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of the Securities that are Registrable Securities, to and including the 90th day following such Registration Default and one-half of one percent (0.5%) thereof from and after the 91st day following such Registration Default.
(b) In the event that the Shelf Registration Statement ceases to be effective at any time prior (or the Holders of Registrable Securities, subject to Section 2(b)(ii) and 3(a)(i) and (ii), are otherwise prevented or restricted by the end of the Effectiveness Period Company from effecting sales pursuant thereto) (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so an “Effective Failure”) for valid business reasonsmore than 45 days, including circumstances relating to pending corporate developments and similar events whether or filings with the SECnot consecutive, for a period not to exceed an aggregate of 90 days in any twelve90-day period, or for more than 90 days, whether or not consecutive, during any 12-month period, and without specifying then the nature Company shall pay Additional Interest at a rate per annum equal to an additional one-half of one percent (0.5%) of the event giving rise to a suspension principal amount of the Securities that are Registrable Securities from the 46th day upon which an Effective Failure occurs in any notice 90-day period or the 91st day upon which an Effective Failure occurs in any 12-month period, as the case may be, until the earlier of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) the time the Shelf Registration Statement again becomes effective or the Holders of Registrable Securities are again able to make sales under the Shelf Registration Statement or (ii) the time the Effectiveness Period expires. For the purpose of determining an Effective Failure, days on which the Company has been obligated to pay Additional Interest in accordance with the foregoing in respect of a prior Effective Failure within the applicable 90-day or 12-month period, as the case may be, shall not be included.
(c) In the event the Company fails to file a post-effective amendment to the Shelf Registration Statement, or the post-effective amendment is not declared effective, to the extent required by Section 3, and the effect of such failure to file or to become effective is to cause the Shelf Registration Statement (x) to fail to become effective in a timely fashion as provided in Section 7(a), a “Registration Default”or (y) to cease to be effective (or the Holders to be prevented or restricted from effecting sales pursuant thereto) as provided in Section 7(b), then additional interest the Company shall pay Additional Interest on the same basis as provided in Section 7(a) or 7(b), as applicable.
(“d) Any amounts to be paid as Additional Interest”Interest pursuant to paragraphs (a), (b) or (c) of this Section 7 shall be paid semi-annually in arrears, with the first semi-annual payment due on the first Interest Payment Date (as defined in the Indenture), as applicable, following (i) in the case of said paragraphs (a) and (c), the date of such Registration Default or (ii) in the case of said paragraph (b), the 46th day upon which an Effective Failure occurs in any 90-day period or the 91st day upon which an Effective Failure occurs in any 12-month period, as the case may be. Such Additional Interest will accrue in respect of the Securities that are Registrable Securities at the rates set forth in paragraphs (a), (b) or (c) of this Section 7, as applicable, on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter Securities that such are Registrable Securities.
(e) The Additional Interest continues to accrue; provided that as set forth in this Section 7 shall be the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities exclusive monetary remedy available to the Holders under this Agreement with respect to any of Registrable Securities for such Registration Default.
(b) With respect to each Series, Default or Effective Failure. In no event shall the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is Company be required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following in excess of the applicable Event Datemaximum rate per annum of one-half of one percent (0.5%) set forth above, regardless of whether one or multiple Registration Defaults exist. Notwithstanding the foregoing, the parties agree that the Purchasers and Holders may pursue specific performance of this Agreement under Section 8(b).
Appears in 1 contract
Sources: Registration Rights Agreement (Amylin Pharmaceuticals Inc)
Additional Interest. (a) In the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series Holders of Notes is declared effective by the SEC on or prior shall be entitled to payments of Additional Interest, if any, to the Effectiveness Deadline; or
extent set forth in the Indenture. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: MGIC Investment Corporation MGIC Plaza ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Milwaukee, Wisconsin 53202 Attention: Investor Relations To: Conversion Agent Cc: MGIC Investment Corporation The undersigned owner of this Note hereby irrevocably exercises the option to convert this Note, or a portion hereof (iiwhich is $1,000 or an integral multiple hereof) (A) the Issuer has not exchanged all Transfer Restricted Notes below designated, into shares of a Series of Notes validly tendered Common Stock, if any, in accordance with the terms of the Indenture referred to in this Note, and directs that any shares of Common Stock issuable and deliverable upon conversion, together with any check in payment for fractional shares of Common Stock, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. Subject to certain exceptions set forth in the Indenture, if this notice is being delivered on a date after the Close of Business on a Record Date and prior to the Open of Business on the related Interest Payment Date, this notice is accompanied by payment of an amount equal to the interest payable on such Interest Payment Date of the principal of this Note to be converted. If any shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Principal amount to be converted (in an integral multiple of $1,000, if less than all): Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:
(i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Offer Medallion Program; (iii) The Stock Exchange Medallion Program (SEMP) or (iv) another guarantee program acceptable to the Trustee. Fill in for Exchange registration of any shares of Common Stock and Notes if to be issued otherwise than to the registered Holder. Please print Name and Address (including zip code number) Social Security or other Taxpayer Identifying Number: To: MGIC Investment Corporation The undersigned registered owner of this Note hereby acknowledges receipt of a notice from MGIC Investment Corporation (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to repay to the registered holder hereof in accordance with the applicable provisions of this Note and the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a regular Record Date and on or prior to the 30th Business Day after corresponding Interest Payment Date, accrued and unpaid interest thereon to, but excluding, such Fundamental Change Repurchase Date. In the Effectiveness Deadline or (B) if applicablecase of certificated Notes, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases certificate numbers of the Notes to be effective at any time prior repurchased are as set forth below: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $_______,000 NOTICE: The signature on the end Fundamental Change Repurchase Notice must correspond with the name as written upon the face of the Effectiveness Period Note in every particular without alteration or enlargement or any change whatever. For value received ________________________ hereby sell(s), assign(s) and transfer(s) unto (provided that Please insert social security or Taxpayer Identification Number of assignee) the Issuer will be permitted within Note, and hereby irrevocably constitutes and appoints _____________ attorney to suspend transfer the use said Note on the books of the prospectus that Company, with full power of substitution in the premises. Signature(s) must be guaranteed by an institution which is part a member of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature one of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses following recognized signature Guarantee Programs:
(i) or The Securities Transfer Agent Medallion Program (iiSTAMP), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, The New York Stock Exchange Medallion Program; (2iii) if a Holder is not able to The Stock Exchange Medallion Program (SEMP) or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3iv) the Issuer will have no other liabilities another guarantee program acceptable to the Holders under this Agreement with respect to any Registration DefaultTrustee.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Sources: Second Supplemental Indenture (Mgic Investment Corp)
Additional Interest. The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 3 or Section 4 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay as liquidated damages, if (a1) In the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes with respect to the Transfer Restricted Securities is declared effective by the SEC not Consummated on or prior to the Effectiveness Deadline; Exchange Date or
, in the case of any Shelf Registration Statement required by clause (i) or (ii) (A) the Issuer of Section 4(a), a Shelf Registration Statement with respect to a series of Securities has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes been declared effective on or prior to the 30th Business Day after the applicable Shelf Effectiveness Deadline or Date, (B2) if applicable, the a Shelf Registration Statement has been with respect to a series of Securities is filed and declared effective and but shall thereafter cease to be effective or fails to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Shelf Registration Statement ceases to be that cures such failure and that is itself immediately declared effective at any time prior to the end (other than because of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use sale of the prospectus that is part all Securities registered thereunder or as a result of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings a notice given in accordance with the SEC, Section 6(d) below for a period not to exceed an aggregate the Shelf Suspension Period permitted by Section 6(d) below), or (3) in the case of 90 days in any twelve-month periodShelf Registration Statement required by clause (iii) of Section 4(a), notwithstanding clause (1) of this Section 5, the Company is required to file a Shelf Registration Statement and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided such Shelf Registration Statement is not declared effective on or prior to the Holders) applicable Shelf Effectiveness Date (any each such event referred to in the foregoing clauses (i1), (2) or and (ii)3) above, a “Registration Default”), then the Company hereby agrees that additional interest (“Additional Interest”) will shall accrue on the principal amount of the Initial Securities that are still Transfer Restricted Notes of the applicable Series Securities at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, (which rate will be increased increase by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrueRegistration Default continues; provided that the rate at which such Additional Interest accrues may shall in no event exceed 0.501.0% per annum) commencing on (x) the 366th day following the Closing Date or, in the case of any Shelf Registration Statement required by clause (i) or (ii) of Section 4(a), to but excluding the date on which following the applicable Shelf Effectiveness Date, in the case of clause (1) above, (y) the date such Shelf Registration Default with respect Statement ceases to such Series has been curedbe effective, in the case of clause (2) above, or (z) the date following the applicable Shelf Effectiveness Date, in the case of clause (3) above. Following the cure of all Registration Defaults, Additional Interest will be paid semi-annually in arrears with cease to accrue and the interest payment due rate on the first interest payment date following Securities will revert to the date on which such Additional Interest begins to accrueoriginal rate; provided, however, that (1) that, if after the date such Additional Interest ceases to accrue, a different Registration Default occurs, Additional Interest may again commence accruing pursuant to the foregoing provisions. Any amounts of Additional Interest due pursuant to this Section 5 will be payable in cash semiannually on the Interest Payment Dates applicable to the Holders of record specified in the Indenture, commencing with the first such date occurring after any Series Additional Interest commences to accrue. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Notes may not accrue under more than one of Security at the foregoing clauses (i) and (ii) time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Series at security shall have been satisfied in full; provided, however that it is understood that no additional obligations pursuant to the preceding paragraph will be incurred by the Company and the Guarantors with respect to any one time, and in no event will Additional Interest accrue security after the Effectiveness Periodtime such security ceases to be a Transfer Restricted Security. Anything herein to the contrary notwithstanding, no Holder who (2x) if a Holder is not able was eligible to or does not provide exchange such Holder’s outstanding Transfer Restricted Securities at the representations time that the Exchange Offer was pending and information required in connection with a Shelf Registration in a timely manner Consummated and is therefore not named as a selling security holder in a Shelf Registration Statement, (y) failed to validly tender such securities for exchange pursuant to the Holder will not Exchange Offer shall be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities that would otherwise accrue subsequent to the Holders under date the Exchange Offer is Consummated pursuant to this Agreement with respect to any Registration DefaultSection 5.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Sources: Registration Rights Agreement (Am-Pac Tire Dist. Inc.)
Additional Interest. (a) In The Issuers and the Initial Purchasers agree that the Holders of Securities will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers jointly and severally agree to pay, as liquidated damages and as set forth in the Indenture and the Notes, additional interest on the Notes ("Additional ---------- Interest") under the circumstances and to the extent set forth below (each such -------- event that:referred to in clauses (i) through (v) below, a "Registration Default"): --------------------
(i) neither an if the Exchange Offer Registration Statement nor a Shelf has not been filed on or prior to the Filing Date;
(ii) if the Exchange Offer Registration Statement covering a Series of Notes is has not been declared effective by the SEC on or prior to the Effectiveness Deadline; orDate;
(iiiii) (A) if the Issuer Exchange Offer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been consummated within 150 days after the terms of an Exchange Offer for Exchange Notes Closing Date;
(iv) if the Shelf Registration has not been filed on or prior to the 30th Business Day after Shelf Filing Date or declared effective within 120 days following the Effectiveness Deadline delivery of the Shelf Notice, as the case may be; or
(v) if (A) the Exchange Offer Registration Statement has been declared effective but ceases to be effective for a period of 15 consecutive days without being succeeded immediately by any additional Registration Statement filed with the SEC and declared effective at any time prior to the time that the Exchange Offer is consummated or (B) if applicable, the Shelf Registration Statement or any Subsequent Shelf Registration has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of during the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 15 consecutive days in without being succeeded immediately by any twelve-month periodadditional Registration Statement filed and declared effective, then Additional Interest shall be accrued on the Notes over and without specifying above the nature of the event giving rise to a suspension in any notice of suspension provided interest rate then applicable to the Holders) (any event referred to in Notes on each day during the foregoing clauses (i) or (ii), a “first 90-day period immediately following the occurrence of such Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate equal to 25 basis points (0.25%) per annum. The amount of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate Additional Interest will be increased increase by an additional 25 basis points (0.25% %) per annum for during each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that until the rate at which such Additional Interest accrues applicable Registration Statement is filed, the applicable Registration Statement is declared effective, the Exchange Offer is consummated or the applicable Registration Statement again becomes effective, as the case may in no event exceed 0.50% per annum)be, to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that the Additional Interest -------- ------- rate on the Notes may not exceed 100 basis points (1.00%) per annum and, accordingly, the maximum interest rate on the Notes may not exceed 11%; and provided, further, that (1) -------- ------- upon the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one filing of the foregoing clauses Exchange Offer Registration Statement (in the case of (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Periodabove), (2) if a Holder is not able to upon the effectiveness of the Exchange Offer Registration Statement (in the case of (ii) above), (3) upon the consummation of the Exchange Offer (in the case of (iii) above), (4) upon the filing of the Shelf Registration or does not provide upon the representations and information required in connection with effectiveness of a Shelf Registration, as applicable (in the case of (iv) above), or (5) upon the effectiveness of the Exchange Offer Registration Statement which had ceased to remain effective (in a timely manner and is therefore not named the case of (v)(A) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(B) above), the interest rate borne by the Notes, including Additional Interest, will be reduced by the amount of Additional Interest on the Notes as a selling security holder in a Shelf Registration Statementresult of such clause (i), (ii), (iii), (iv) or (v) (or the relevant subclause thereof), as the case may be. Notwithstanding the foregoing, the Holder will Issuers shall not be entitled required to receive any pay such Additional Interest with respect to its Transfer Restricted Notes; and the Registrable Securities held by a Holder if the applicable Registration Default arises from the failure of the Issuers to file, or cause to become effective, a Shelf Registration Statement within the time periods specified in this Section 4 by reason of the failure of such Holder to provide such information as (3i) the Issuer will have no other liabilities Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any Prospectus included therein to the Holders under this Agreement extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the NASD or the SEC may request in connection with respect such Shelf Registration Statement or (iii) is required to any comply with the agreements of such Holder contained in the penultimate paragraph of Section 5 to the extent compliance thereof is necessary for the Shelf Registration DefaultStatement to be declared effective.
(b) With respect to each Series, the Issuer The Company shall notify the Trustee within three Business Days after each Registration Default (an "Event Date"). Any amounts of Additional ---------- Interest due pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 4(a) hereof will be payable in cash semi-annually on each June 1 and every December 1 (to the holders of record on the May 15 and November 15 immediately preceding such dates), commencing with the first such date on which an event occurs in respect occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes making up the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest is required to be paid rate was applicable during such period (an “Event Date”) determined on the Notes basis of such Series. Any Additional Interest due shall be payable on each interest payment date a 360-day year comprised of twelve 30-day months and, in the applicable series affected thereby to case of a partial month, the Holder actual number of Notes days elapsed), and the denominator of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date360.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Styrochem International Inc)
Additional Interest. (a) In the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or
(ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicableIf, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to during the end six-month period beginning on, and including, the date which is six months after the Last Date of Original Issuance of any of the Effectiveness Period (provided Initial Notes, the Guarantor fails to have timely filed any document or report that the Issuer will be permitted Guarantor is required to suspend file with the use Commission pursuant to Section 13 or 15(d) of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines Exchange Act, as applicable (after giving effect to do so for valid business reasons, including circumstances relating to pending corporate developments all applicable grace periods thereunder and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelveother than reports on Form 8-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (iiK), a “Registration Default”)or the Initial Notes are not otherwise Freely Tradable, then additional interest (“the Issuer shall pay Additional Interest”) will accrue Interest on the principal amount of Initial Notes. Additional Interest shall accrue at the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum of the principal amount of the Initial Notes for the first 90 days commencing on for which the day following the Registration Default, which Guarantor’s failure to file has occurred and is continuing and at a rate will be increased by an additional 0.25of 0.50% per annum of the principal amount of Initial Notes for each subsequent 90-day period thereafter the remaining portion of such period; provided that such Additional Interest continues shall cease to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding accrue on the date on which that is one year from the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to Last Date of Original Issuance of any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Initial Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect Further, if, and for so long as, the Restrictive Notes Legend has not been removed from the Initial Notes, the Initial Notes are assigned a restricted CUSIP number or the Initial Notes are not otherwise Freely Tradable as of the 380th day after the Last Date of Original Issuance of any of the Initial Notes, the Issuer shall pay Additional Interest on the Initial Notes. Such Additional Interest will accrue on the Initial Notes from the 381st day after the Last Date of Original Issuance of any of the Initial Notes at the rate of 0.50% per annum of the principal amount of Initial Notes outstanding until the Restrictive Notes Legend has been removed, the Initial Notes are assigned an unrestricted CUSIP number and the Initial Notes are Freely Tradable.
(c) In no event shall Additional Interest payable pursuant to this Section 4.06 accrue, together with any Additional Interest payable pursuant to Section 9.04(b), at a rate per year in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to requirements to pay such Additional Interest pursuant to this Section 4.06 or pursuant to Article 9.
(d) Additional Interest that is payable pursuant to this Section 4.06 shall be payable in arrears on each SeriesInterest Payment Date following accrual in the same manner as regular interest on the Notes and shall be separate and distinct from, and in addition to, any Additional Interest that may accrue at the Issuer’s election as the sole remedy relating to a Reporting Default.
(e) The Issuer shall notify the Trustee and the Paying Agent (if other than the Trustee) in writing of any Additional Interest that has become due and payable. Such notice shall include reference to the event that caused the Additional Interest to become due, the Additional Interest rate, and the date that such Additional Interest shall begin to accrue from. If Additional Interest shall cease to accrue, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs the Paying Agent (if other than the Trustee) in respect of which Additional Interest is writing.
(f) Notwithstanding the foregoing, the Issuer will not be required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed with respect to accrue from any failure to timely file any report, if the Notes are not eligible for resale under Rule 144 or if the Notes are not Freely Tradable, in each case as required under this Section 4.06 (i) on any date on which (a) the Issuer and the Guarantor have filed a shelf registration statement for the resale of the Notes (including the day following Guarantee) and any Ordinary Shares issuable upon exchange of the applicable Event DateNotes, (b) such shelf registration statement is effective and usable by Holders identified therein as selling security holders for the resale of the Notes, the Guarantee and any Ordinary Shares issued upon exchange of the notes, (c) the Holders may register the resale of their Notes under such shelf registration statement on terms customary for the resale of exchangeable securities offered in reliance on Rule 144A and (d) the Notes and/or Ordinary Shares sold pursuant to such shelf registration statement become Freely Tradable as a result of such sale, or (ii) once the Issuer has complied with the requirements set forth in clause (i) above for a period of two years.
Appears in 1 contract
Sources: Indenture (Jazz Pharmaceuticals PLC)
Additional Interest. (a) In The parties hereto agree that Holders will suffer damages if the Company fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that:
that (i) neither an Exchange Offer the applicable Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC Commission on or prior to the Effectiveness Deadline; or
date specified herein for such filing, (ii) (A) the Issuer applicable Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes Commission on or prior to the 30th Business Day date specified herein for such effectiveness after the Effectiveness Deadline or such obligation arises, (Biii) if applicablethe Registered Exchange Offer is required to be Consummated hereunder, the Shelf Registration Statement Registered Exchange Offer has not been declared effective and such Shelf Registration Statement ceases to be effective at any Consummated by the Company within the time period set forth in Section 2(a) hereof, (iv) prior to the end of the Effectiveness Exchange Offer Registration Period (provided that or the Issuer will be permitted to suspend Shelf Registration Period, the use Commission shall have issued a stop order suspending the effectiveness of the prospectus that is part of such Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, or proceedings have been initiated with respect to the Registration Statement if under Section 8(d) or 8(e) of the Issuer’s management determines to do so for valid business reasonsAct, including circumstances relating to pending corporate developments and similar events or filings with (v) the SEC, for a period not to exceed an aggregate number of 90 days in any twelve-month periodone such suspension period exceeds the period permitted pursuant to Section 2(d) or 3(d) hereof, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) as each may be applicable (any each such event referred to in the foregoing clauses (i) or through (iiv), a “Registration Default”), then additional interest with respect to the Transfer Restricted Notes (“Additional Interest”) will accrue on with respect to the principal first 90-day period immediately following the occurrence of such Registration Default in an amount of the Transfer Restricted Notes of the applicable Series at a rate of equal to 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate per $1,000 principal amount of such Notes and will be increased increase by an additional 0.25% per annum per $1,000 principal amount of such Notes for each subsequent 90-day period thereafter that until such Registration Default has been cured, up to an aggregate maximum amount of Additional Interest continues to accrue; provided that of 1.0% per annum per $1,000 principal amount of Notes for all Registration Defaults. Following the rate at which such cure of a Registration Default, the accrual of Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Registration Default will cease and upon the cure of all Registration Defaults the accrual of all Additional Interest will be paid semi-annually in arrears with cease and the interest payment due rate on the first interest payment date following Notes shall thereafter be the date on which such coupon rate. Notwithstanding the foregoing, (x) the Company will not be required to pay Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under for more than one of the foregoing clauses (i) and (ii) with respect to such Series Registration Default at any one time, and in no event will (y) if the Registered Exchange Offer has been Consummated, Additional Interest accrue after the Effectiveness Period, (2) if related to a Holder is not able to or does not provide the representations and information required in connection with Registration Default for a Shelf Registration Statement shall not be payable in a timely manner and is therefore not named as a selling security holder respect of Notes issued in a the Registered Exchange Offer except to the extent entitled to registration under such Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and Statement under clause 3(a)(iii) or (3iv) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultabove.
(b) With respect to each Series, the Issuer The Company shall notify the Trustee within three Business Days after and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every date on which an event occurs in respect of which Registration Default. The Company shall pay the Additional Interest is required to be paid (an “Event Date”) due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Company for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 a.m. on the next interest payment date specified in the Indenture (or such Seriesother indenture), sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date of specified by the applicable series affected thereby Indenture (or such other indenture) to the Holder of Notes of record holders entitled to receive the interest payment to be made on such Series with respect to which Additional Interest is due and owingdate. Each obligation to pay Additional Interest shall be deemed to accrue from and including include the day following date of the applicable Event DateRegistration Default.
(c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default.
(d) All Additional Interest which has accrued pursuant to this Section 4 and which is outstanding with respect to any Transfer Restricted Note shall remain outstanding until paid in full (notwithstanding termination of this Agreement, Consummation of the Registered Exchange Offer or cessation of effectiveness of the Shelf Registration Period).
Appears in 1 contract
Sources: Registration Rights Agreement (Alliance One International, Inc.)
Additional Interest. (a) In Prior to the second anniversary of the Issue Date, in the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective not filed with the SEC or designated as such by the SEC Company on or prior to the Effectiveness Deadline; or
(ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior Filing Deadline pursuant to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”Section 2(a)(i), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate equal to 0.25% per year for the first 90-day period from the day following such Filing Deadline, and thereafter at a rate per year of 0.50% of the principal amount of the Notes;
(ii) (x) a Shelf Registration Statement is not declared effective by the SEC, or (y) if the Company shall have designated a previously filed and effective Automatic Shelf Registration Statement as the Shelf Registration Statement for purposes of this Agreement, the Company shall not have filed a supplement to the Prospectus to cover resales of the Registrable Securities by the Holders, in the case of either (x) or (y), on or prior to the Effectiveness Deadline pursuant to Section 2(a)(i), then Additional Interest shall accrue on the principal amount of the Notes at a rate equal to 0.25% per year for the first 90-day period from the day following such Effectiveness Deadline, and thereafter at a rate per year of 0.50% of the principal amount of the Notes;
(iii) following the Effective Date, (A) the Company fails to make any filing required pursuant to Section 2(a)(iii) hereof prior to the Filing Deadline applicable thereto, or (B) in the event such filing is a post-effective amendment or additional Shelf Registration Statement, such post-effective amendment or Shelf Registration Statement fails to become effective on or prior to the Effectiveness Deadline applicable thereto, then Additional Interest shall accrue on the principal amount of the Notes at a rate equal to 0.25% per year for the first 90-day period from the day following such Filing Deadline or Effectiveness Deadline, as applicable, and thereafter at a rate per year of 0.50% of the principal amount of the Notes;
(iv) following the Effective Date, a Shelf Registration Statement ceases to be effective (without being succeeded immediately by an additional Shelf Registration Statement that is filed and immediately becomes effective) or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Suspension Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling security holders or the plan of distribution provided for therein, and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Suspension Period is then in effect, within ten Business Days following the expiration of such Suspension Period) by a post-effective amendment, a supplement to the Prospectus or a report filed pursuant to the Exchange Act, then Additional Interest shall accrue on the principal amount of the Notes at a rate equal to 0.25% per year for the first 90-day period from the day following such tenth Business Day, and thereafter at a rate per year of 0.50% of the principal amount of the Notes;
(v) any Suspension Period or Periods exceed 30 days in any three-month period or 90 days in any 12-month period, then, commencing with the 31st day in such three-month period or the 91st day in such 12-month period, as the case may be, then Additional Interest shall accrue on the principal amount of the Notes at a rate equal to 0.25% per year for the first 90-day period from the day following the 31st or 91st day, as the case may be, and thereafter at a rate per year of 0.50% of the principal amount of the Notes; or
(vi) the Company fails to name as a selling security holder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (A) any Shelf Registration Statement or any amendment to the Shelf Registration Statement at the time it first becomes effective or (B) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective, then Additional Interest will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series held by such Holder at a rate of equal to 0.25% per annum year for the first 90 days commencing on 90-day period from the day following the effective date of such Shelf Registration DefaultStatement or the time of filing of such Prospectus, which as the case may be, and thereafter at a rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed year of 0.50% per annum), to but excluding of the date on which principal amount of the Registration Default with respect to Notes held by such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrueHolder; provided, however, that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Notes; and provided, further, that Additional Interest on the principal amount of the Notes as a result thereof shall cease to accrue on the earlier of the second anniversary of the Issue Date and:
(1) upon the filing or designation of a Shelf Registration Statement (in the case of clause (i) above);
(2) upon the Effective Date (in the case of clause (ii) above);
(3) upon the filing of a supplement to the Prospectus, a post-effective amendment or an additional Shelf Registration Statement (in the case of clause (iii)(A) above) or upon the Effective Date (in the case of clause (iii)(B) above);
(4) upon such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause (iv) above);
(5) upon such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause (v) above); or
(6) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of clause (vi) above). Any amounts of Additional Interest due pursuant to Section 2(e) will be payable by the MLP semi-annually in arrears in cash on the next succeeding interest payment date to Holders entitled to receive such Additional Interest on the relevant record dates for the payment of interest. Notwithstanding any provision in this Agreement, in no event shall Additional Interest accrue to holders of Common Shares issued upon exchange of the Notes. If any Note ceases to be outstanding during any period for which Additional Interest are accruing, the MLP will prorate the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) payable with respect to such Series at any one time, and in no event will Note. Additional Interest accrue after shall represent the Effectiveness Period, (2) if a Holder is not able sole entitlement of the Holders to money damages relating to the failure of the Company to file or does not provide the representations and information required in connection with otherwise designate a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, Statement with the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities SEC on or prior to the Holders under this Agreement with respect to any Registration DefaultFiling Deadline.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Sources: Registration Rights Agreement (Lexington Master Limited Partnership)
Additional Interest. (a) In The Issuers, the event thatCompany and the Guarantors acknowledge and agree that the Holders will suffer damages if the Issuers, the Company or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:
(iA) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness DeadlineDate or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers, the Company and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day following the date such Shelf Registration was filed; or
(ii) (A) the Issuer has Issuers have not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of during the Effectiveness Period (Period; provided that the Issuer Issuers, the Company and the Guarantors will be permitted to suspend the use of the prospectus that is part of such the Shelf Registration Statement if management of the Issuer’s management Operating Partnership or the Company determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period, period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) Holders (any each such event referred to in the foregoing clauses clause (i) or above and this clause (ii), ) being hereinafter called a “Registration Default”), then additional interest (“Additional Interest”) will shall accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25and increasing to 1.00% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum)thereafter, to but excluding the date day on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears arrears, with the interest payment of Additional Interest due on the first interest payment date following the date on which such Additional Interest begins to accrue, and will be payable to the Persons in whose names the Notes are registered as of the close of business on the applicable record dates (except that accrued and unpaid Additional Interest on any Note exchanged for an Exchange Note but not paid or payable to the holder of such Note because such Note was exchanged prior to the applicable record date shall instead be payable to the person who is the holder of record of such Exchange Note on the applicable record date); provided, however, that (1a) the Additional Interest applicable to any Series of Transfer Restricted on the Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, time and in no event will Additional Interest accrue after the Effectiveness Period, (2b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration StatementRegistration, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted NotesNotes as a result of a Registration Default relating to such Shelf Registration; and (3c) the Issuer Issuers, the Company and the Guarantors will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer The Issuers shall notify the Trustee within three 5 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash and on the dates and in the manner provided in the Indenture, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue.
(c) If the payment of principal of, premium, if any, and interest on the Notes is accelerated pursuant to the Indenture, then the payment of accrued Additional Interest, if any, shall also be accelerated, and if any such Series. Any Additional Interest due shall be payable acceleration of principal of, premium, if any, and interest on each interest payment date the Notes is rescinded pursuant to the Indenture, then the acceleration of the applicable series affected thereby to the Holder of Notes of such Series with respect to which accrued Additional Interest is due and owing. Each obligation to pay Additional Interest Interest, if any, shall also be deemed to accrue from and including the day following the applicable Event Daterescinded.
Appears in 1 contract
Sources: Registration Rights Agreement (QTS Realty Trust, Inc.)
Additional Interest. In the event that either, -------------------
(a) In the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC on or prior to the Effectiveness Deadline; or75th calendar day following the Closing Date, or a Shelf Registration Statement is not filed with the SEC prior to the dates specified for such filing in Section 2.2 hereof;
(ii) (Ab) the Issuer Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes SEC under the 1933 Act on or prior to the 30th Business Day 120th calendar day following the Closing Date, or a Shelf Registration Statement is not declared effective by the SEC under the 1933 Act on or prior to the 120th day after such filing obligation arises,
(c) the Effectiveness Deadline Exchange Offer is not consummated within 150 days following the Closing Date,
(d) a Shelf Registration Statement is declared effective but thereafter, during the period for which the Company and the Subsidiary Guarantors are required to maintain the effectiveness of such Shelf Registration Statement, it ceases to be effective or usable in connection with the resale of the Notes covered by such Shelf Registration Statement, or
(e) the Exchange Offer Registration Statement is declared effective, but thereafter, during the Broker Prospectus Period, it ceases to be effective (or the Company or any Subsidiary Guarantor restricts the use of the prospectus included therein) (each such event referred to in these clauses (a) through (e) above, a "Registration Default"), then, the interest rate borne by the Transfer Restricted Notes shall be increased by one-quarter of one percent (0.25%) per annum with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, which rate will increase by an additional one quarter of one percent (0.25%) per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, provided that the maximum aggregate increase in the interest rate on the Transfer Restricted Notes will in no event exceed one percent (1.00%) per annum (the "Additional Interest"). Following the cure of all Registration Defaults the accrual of Additional Interest will cease and the interest rate on the Transfer Restricted Notes will revert to the original rate. Notwithstanding the foregoing, any Registration Default specified in clause (a), (b) or (Bc) if applicable, of this Section that relates to the Exchange Offer Registration Statement or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement has been is declared effective by the SEC, or earlier upon the cure of the Registration Default described therein. If the Shelf Registration Statement is unusable by the Holders whose Transfer Restricted Notes are covered thereby for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 30 days in the aggregate, then the interest rate borne by such Holders' Notes will be increased by one- quarter of one percent (0.25%) per annum for the first 90-day period (or portion thereof) beginning on the 31st day in any consecutive twelve-month period that such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Defaultusable, which rate will shall be increased by an additional one-quarter of one percent (0.25% %) per annum for at the beginning of each subsequent 90-day period thereafter that such Additional Interest continues to accrue; (or portion thereof) in any consecutive twelve-month period during which the Shelf Registration Statement is unusable, provided that the maximum aggregate increase in the interest rate at which on such Additional Interest accrues may Holder's Notes will in no event exceed 0.50% one percent (1.00%) per annum). Any amounts payable under this paragraph shall also be deemed "Additional Interest" for purposes of this Agreement. Upon any such Shelf Registration Statement once again becoming usable, the interest rate borne by the Notes will be reduced to but excluding the date on which the original interest rate if no other Registration Default with respect to shall be continuing at such Series has been curedtime. Additional Interest will shall be paid semi-annually in arrears with the interest payment due computed based on the first interest payment date following actual number of days elapsed in each 90-day period in which the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and Statement is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer unusable. The Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) on the Notes of such Series"). Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Sources: Registration Rights Agreement (Isle of Capri Casinos Inc)
Additional Interest. (a) In the event that:
If (i) neither an Exchange Offer any Registration Statement nor a Shelf Registration Statement covering a Series of Notes required by this Agreement is declared effective by not filed with the SEC Commission on or prior to the Effectiveness applicable Filing Deadline; or
, (ii) (A) the Issuer any such Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes Commission on or prior to the 30th Business Day after applicable Effectiveness Deadline, (iii) the Effectiveness Deadline Exchange Offer has not been Consummated on or prior to the Consummation Deadline, (Biv) if applicable, the Shelf Registration Statement has been is declared effective and such but thereafter, pending the announcement of a material corporate transaction, the Issuer issues a notice that the Shelf Registration Statement ceases is unusable, or such notice is required under applicable securities laws to be issued by the Issuer, and, during the period specified in Section 4(a) hereof, the aggregate number of days in any consecutive twelve-month period for which all such notices are issued or required to be issued exceeds 45 days, or (v) the Exchange Offer Registration Statement is filed and declared effective but thereafter shall cease to be effective at any time prior or fail to the end of the Effectiveness Period (provided be usable for its intended purpose without being succeeded within 5 Business Days by a post-effective amendment to such Exchange Offer Registration Statement that the Issuer will be permitted to suspend the use of the prospectus cures such failure and that is part of itself declared effective immediately (each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (iiv), a “"Registration Default”"), then the Authority will pay additional interest (“Additional Interest”) will accrue on to each holder of Notes immediately following the principal amount occurrence of the Transfer Restricted Notes of first Registration Default. During the applicable Series at first 90-day period that a rate of Registration Default occurs, the Authority will pay additional interest equal to 0.25% per annum for annum. At the first 90 days commencing on beginning of the second 90-day following period that a Registration Default is continuing, the Registration Default, which rate amount of additional interest will be increased increase by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may until all Registration Defaults have been cured. However, in no event will the cumulative rate of additional interest exceed 0.50% per annum), to but excluding the date on which the . Such additional interest will accrue only for those days that a Registration Default with respect to such Series has been curedoccurs and is continuing. Additional Interest All accrued additional interest will be paid semi-annually to the holders of the Notes in arrears the same manner as interest payments on the Notes, with payments being made on the interest payment due on dates for the first interest payment date Notes. Immediately following the date on which such Additional Interest begins to accrue; providedcure of all Registration Defaults, however, that (1) the Additional Interest applicable to any Series accrual of Transfer Restricted Notes may not accrue under more than one additional interest will cease. The obligations of the foregoing clauses (i) Issuer to pay additional interest pursuant to this Section 5 shall be the sole and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities exclusive remedy available to the Holders under pursuant to any provision of this Agreement with or otherwise in respect to of any Registration Default.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Sources: Registration Rights Agreement (River Rock Entertainment Authority)
Additional Interest. (a) In The parties hereto agree that Holders of Transfer Restricted Notes will suffer damages if the Company or the Guarantors fails to perform their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that:
that (i) neither an Exchange Offer the applicable Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC Commission on or prior to the Effectiveness Deadline; or
date specified herein for such filing, (ii) (A) the Issuer applicable Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes Commission on or prior to the 30th Business Day date specified herein for such effectiveness after the Effectiveness Deadline or such obligation arises, (Biii) if applicablethe Registered Exchange Offer is required to be Consummated hereunder, the Shelf Registration Statement Registered Exchange Offer has not been declared effective Consummated by the Company and such Shelf Registration Statement ceases to be effective at any the Guarantors within the time period set forth in Section 2(a) hereof, (iv) prior to the end of the Effectiveness Exchange Offer Registration Period (provided that or the Issuer will be permitted to suspend Shelf Registration Period, the use Commission shall have issued a stop order suspending the effectiveness of the prospectus that is part of such Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, or proceedings have been initiated with respect to the Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events under Section 8(d) or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature 8(e) of the event giving rise to Act, or (v) the Company and the Guarantors shall have initiated a suspension in any notice of suspension provided period pursuant to the HoldersSection 2(d) or 3(d) (any each such event referred to in the foregoing clauses (i) or through (iiv), a “Registration Default”), then additional interest with respect to the Transfer Restricted Notes (“Additional Interest”) will accrue on with respect to the first 90-day period immediately following the occurrence of such Registration Default in an amount equal to 0.5% per annum per $1,000 principal amount of the Transfer Restricted such Notes of the applicable Series at a rate of 0.25and will increase by an additional 0.5% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum $1,000 principal amount of such Notes for each subsequent 90-day period thereafter that until such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. , up to an aggregate maximum amount of Additional Interest will be paid semi-annually in arrears with of 1.0% per annum per $1,000 principal amount of Notes for all Registration Defaults. Following the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series cure of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration StatementDefault, the Holder will not be entitled to receive any accrual of Additional Interest with respect to its Transfer Restricted Notes; such Registration Default will cease and (3) upon the Issuer cure of all Registration Defaults the accrual of all Additional Interest will have no other liabilities cease and the interest rate on the Notes shall thereafter be the coupon rate. Notwithstanding anything to the Holders under contrary in this Agreement Section 4(a), the Company and the Guarantors shall not be required to pay Additional Interest to a Holder of Restricted Transfer Notes if such Holder failed to comply with respect its obligations to any Registration Defaultmake the representations set forth in the second sentence of Section 2(b) or provide the requested information pursuant to Section 3(e).
(b) With respect to each Series, the Issuer The Company shall notify the Trustee within three Business Days after and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every date on which an event occurs in respect of which Registration Default. The Company and the Guarantors shall pay the Additional Interest is required to be paid (an “Event Date”) due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Company or the Guarantors for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 a.m. on the next interest payment date specified in the Indenture (or such Seriesother indenture), sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date of specified by the applicable series affected thereby Indenture (or such other indenture) to the Holder of Notes of record holders entitled to receive the interest payment to be made on such Series with respect to which Additional Interest is due and owingdate. Each obligation to pay Additional Interest shall be deemed to accrue from and including include the day following date of the applicable Event DateRegistration Default to, but excluding, the relevant interest payment date.
(c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by Holders of Transfer Restricted Notes by reason of the happening of any Registration Default and are intended to and shall constitute the sole remedy for damages that will be suffered by the Holders of the Transfer Restricted Notes by reason of any of the failures listed in Section 4(a).
(d) All Additional Interest which has accrued pursuant to this Section 4 and which is outstanding with respect to any Transfer Restricted Note shall remain outstanding until paid in full (notwithstanding termination of this Agreement, Consummation of the Registered Exchange Offer or cessation of effectiveness of the Shelf Registration Period).
Appears in 1 contract
Sources: Registration Rights Agreement (Science Craftsman INC)
Additional Interest. (ai) In the event that:
that (iA) neither on or prior to the 90th day after the Issue Date, an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by has not been filed with the SEC SEC, (B) on or prior to the 210th day after the Issue Date (the “Effectiveness Deadline; or
(ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of Target Date”), an Exchange Offer for Exchange Notes Registration Statement has not been declared effective, (C) on or prior to the 30th Business Day 240th day after the Effectiveness Deadline or Issue Date, the Exchange Offer has not been consummated, (BD) if applicable, the Shelf Registration Statement has been is required to be filed but is not filed or declared effective and such Shelf within the time periods required in Section 2(b) above or (E) any Registration Statement ceases required hereby is filed and declared effective prior to the Effectiveness Target Date but shall thereafter cease to be effective at any time prior to or usable in connection with the end Exchange Offer or resales of Transfer Restricted Securities, as the Effectiveness Period case may be, during the periods specified herein (provided that as a result of an order suspending the Issuer will be permitted to suspend the use of the prospectus that is part effectiveness of such Shelf Registration Statement if or otherwise) without being immediately succeeded by an additional Registration Statement covering the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments Transfer Restricted Securities which has been filed and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) declared effective (any each such event referred to in the foregoing clauses (iA) or through (iiE), a “Registration Default”), then the Issuers shall pay, jointly and severally, additional interest to each Holder of Transfer Restricted Securities as to which such Registration Default relates (“Additional Interest”), with respect to the first 90-day period (or portion thereof) will accrue on while a Registration Default is continuing immediately following the occurrence of such Registration Default, at a rate equal to 0.25% per annum of the principal amount of the Transfer Restricted Notes Securities. The amount of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate Additional Interest will be increased increase by an additional 0.25% per annum for of the principal amount of the Securities at the end of each subsequent 90-day period thereafter that such Additional Interest continues (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50an aggregate maximum amount of
1. 00% per annum), to but excluding annum of the date on which principal amount of the Registration Default with respect to such Series has been curedSecurities. Additional Interest will shall be paid semi-annually in arrears with the interest payment due computed based on the first interest payment date actual number of days elapsed during which any such Registration Default exists. Immediately following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series cure of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration StatementDefault, the Holder will not be entitled to receive any accrual of Additional Interest with respect to its Transfer Restricted Notes; such Registration Default will cease and (3) the Issuer interest rate will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultoriginal rate.
(bii) With respect to each Series, the Issuer The Company shall notify the Trustee within three five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) ). Additional Interest shall be paid in arrears by depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Securities, on or before the Notes of such Seriesapplicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable in arrears on each interest payment date of the applicable series affected thereby to the record Holder of Notes of Securities entitled to receive the interest payment to be paid on such Series with respect to which Additional Interest is due and owingdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from from, and including the day following following, the applicable Event Date.
Appears in 1 contract
Sources: Registration Rights Agreement (Language Line Costa Rica, LLC)
Additional Interest. (a) In The Company and the event that:Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional interest on the Notes ("Additional Interest") under the circumstances set forth below (each of which shall be given independent effect):
(i) neither an if the Exchange Offer Registration Statement nor a or the Initial Shelf Registration has not been filed on or prior to the Filing Date;
(ii) if the Exchange Registration Statement covering a Series of Notes is or the Initial Shelf Registration has not been declared effective by the SEC on or prior to the Effectiveness DeadlineDate; orand/or
(iiiii) if either (A) the Issuer Company has not exchanged the Exchange Notes for all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an the Exchange Offer for Exchange Notes on or prior to the 30th Business Day 60 days after the Effectiveness Deadline Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Exchange Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided time that the Issuer will be permitted to suspend Exchange Offer is consummated or (C) if applicable, the use of the prospectus that is part of Shelf Registration has been declared effective and such Shelf Registration Statement if ceases to be effective at any time during the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) Effectiveness Period; (any each such event referred to in the foregoing clauses (i) or through (iiiii) above is a "Registration Default"), the sole remedy available to Holders of the Notes will be the immediate accrual of Additional Interest as follows: the per annum interest rate on the Notes will increase by .50% upon the occurrence of a “Registration Default”), then additional interest (“Additional Interest”) will accrue on ; and the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which interest rate will be increased increase by an additional 0.25.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on during which the Registration Default with respect remains uncured, up to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the a maximum additional interest payment due on the first interest payment date following the date on which such Additional Interest begins to accruerate of 2% per annum; provided, however, that (1) upon the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one filing of the foregoing clauses Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Periodabove), (2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration (in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and case of (ii) above) or (3) upon the Issuer exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Notes as a result of such clause (i), (ii) or (iii) (or the relevant subclause thereof), as the case may be, shall cease to accrue and the interest rate on the Notes will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by the Notes.
(b) With Notwithstanding the foregoing, no Additional Interest will be payable with respect to each Seriesa Registration Default described in clause (a)(iii)(C) above, if pending a material corporate transaction, the Issuer Company issues a notice that the registration is unusable, or such notice is required under applicable securities laws to be issued by the Company, and the number of days in any consecutive twelve month period for which all such notices have been issued or required to be issued has not exceeded 30 in the aggregate.
(c) The Company and the Guarantors shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) on the Notes of such Series"). Any amounts of Additional Interest due shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each interest payment June 15 and December 15 to the Holders of record on the June 1 and December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue, by depositing with the Trustee, in trust for the benefit of such Holders, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the applicable series affected thereby to Registrable Notes, multiplied by a fraction, the Holder numerator of Notes which is the number of days such Series with respect to which Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date360.
Appears in 1 contract
Sources: Registration Rights Agreement (Outdoor Systems Inc)
Additional Interest. (a) In If (a) any of the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes Statements required by this Agreement is declared effective by not filed with the SEC Commission on or prior to the Effectiveness Deadline; or
date specified for such filing in this Agreement, (iib) (A) the Issuer any of such Registration Statements has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes Commission on or prior to the 30th Business Day date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (c) the Exchange Offer has not been Consummated within 30 business days after the Effectiveness Deadline Target Date with respect to the Exchange Offer Registration Statement or (Bd) if applicable, the Shelf any Registration Statement has been required by this Agreement is filed and declared effective and such Shelf Registration Statement ceases but shall thereafter cease to be effective at any time prior or fail to the end of the Effectiveness Period (provided be usable for its intended purpose without being succeeded within 10 business days by a post-effective amendment to such Registration Statement that the Issuer will be permitted to suspend the use of the prospectus cures such failure and that is part of itself immediately declared effective (each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (ia) or through (iid), a “Registration Default”), then the Company will be obligated to pay additional cash interest (“Additional Interest”) will accrue on to each Holder of the Notes commencing upon the occurrence of such Registration Default in an amount equal to $.05 per week per $1,000 principal amount of the Transfer Restricted Notes held by such Holder. The amount of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate Additional Interest will be increased increase by an additional 0.25% $.05 per annum for week per $1,000 principal amount of Notes with respect to each subsequent 90-day period thereafter that such until all Registration Defaults have been cured, up to a maximum amount of Additional Interest continues to accrue; provided that the rate at which such of $.50 per week per $1,000 principal amount of Notes. All accrued Additional Interest accrues may shall be paid to Holders by the Company in no event exceed 0.50% per annum), the same manner as interest is made pursuant to but excluding the date on which the Registration Default with respect Indenture. The Company will not be required to such Series has been cured. pay Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under for more than one of the foregoing clauses (i) and (ii) with respect to such Series Registration Default at any one given time, and in no event will Additional Interest accrue after . Following the Effectiveness Period, (2) if a Holder is not able cure of all Registration Defaults relating to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statementany particular Transfer Restricted Securities, the Holder will not be entitled to receive any accrual of Additional Interest with respect to its such Transfer Restricted Notes; Securities will cease. All obligations of the Company set forth in the preceding paragraph that have accrued and (3) the Issuer will have no other liabilities to the Holders under this Agreement are outstanding with respect to any Registration DefaultTransfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full.
(b) With respect to each Series, the Issuer The Company shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is are required to be paid (an “Event Date”) on the Notes of such Series). Any Additional Interest due shall be payable on each interest payment date paid by depositing Additional Interest with the Trustee, in trust, for the benefit of the Holders of the Notes, on or before the applicable series affected thereby to the Holder of Notes of such Series with respect to which Interest Payment Date (whether or not any payment other than Additional Interest is payable on such Notes), in immediately available funds in sums sufficient to pay the Additional Interest then due and owingto such Holders. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Datedate of the occurrence of the Registration Default.
Appears in 1 contract
Additional Interest. (a) In The Issuer and the event thatInitial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer agrees to pay additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below:
(i) if neither an the Exchange Offer Registration Statement nor a the Initial Shelf Registration has been filed on or prior to the Filing Date;
(ii) if neither the Exchange Registration Statement covering a Series of Notes is nor the Initial Shelf Registration has been declared effective by the SEC on or prior to the Effectiveness Deadline; orDate;
(iiiii) if an Initial Shelf Registration required by Section 2(c)(2) has not been filed on or prior to the date 45 days after delivery of the Shelf Notice;
(iv) if an Initial Shelf Registration required by Section 2(c)(2) has not been declared effective on or prior to the date 120 days after the delivery of the Shelf Notice; and/or
(v) if (A) the Issuer has not exchanged the Exchange Notes for all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline Consummation Date or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Exchange Registration Statement ceases to be effective at any time prior to the end time that the Exchange Offer is consummated as to all Notes validly tendered or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the termination of the Effectiveness Period Period. (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (ii), v) above is a “"Registration Default”"), then additional . The sole remedy available to Holders of the Notes for a Registration Default will be the accrual of Additional Interest as follows: the per annum interest (“Additional Interest”) will accrue rate on the principal amount Notes will increase by .25% during the first 90-day period following the occurrence of a Registration Default and until it is waived or cured; and the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which interest rate will be increased increase by an additional 0.25.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on during which the Registration Default with respect remains uncured, up to such Series has been cured. a maximum additional interest rate of 2.0% per annum, PROVIDED, HOWEVER, that only Holders of Private Exchange Notes shall be entitled to receive Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins as a result of a Registration Default pursuant to accrue; providedclause (iii) or (iv), howeverPROVIDED, FURTHER, that (1) upon the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one filing of the foregoing clauses Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Periodabove), (2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration (in a timely manner and is therefore not named as a selling security holder the case of (ii) above), (3) upon the filing of the Shelf Registration (in the case of (iii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), (5) upon the exchange of Exchange Notes for all Notes tendered or the effectiveness of a Shelf Registration Statement(in the case of (v)(A) above), or upon the Holder will not subsequent effectiveness of the Exchange Registration Statement which had ceased to remain effective or the effectiveness of a Shelf Registration (in the case of (v)(B) above), or upon the subsequent effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(C) above), or (6) upon the date that the Registrable Note may be entitled transferred without restriction under the Securities Act pursuant to receive any subsection (k) of Rule 144 (in the case of each Note), Additional Interest with respect on the Notes as a result of such clause (i), (ii), (iii), (iv) or (v) (or the relevant subclause thereof), as the case may be, shall cease to its Transfer Restricted Notes; accrue and (3) the Issuer interest rate on the Notes will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by the Notes.
(b) With respect to each Series, the The Issuer shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) on the Notes of such Series"). Any amounts of Additional Interest due shall pursuant to (a)(i), (a)(ii), (a)(iii), (a)(iv) or (a)(v) of this Section 4 will be payable in cash semi-annually on each interest payment April 1 and October 1 (to the Holders of record on the March 15 and September 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue and until such Registration Default is cured, by depositing with the Trustee, in trust for the benefit of such Holders, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the applicable series affected thereby to Registrable Notes, multiplied by a fraction, the Holder numerator of Notes which is the number of days such Series with respect to which Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date360.
Appears in 1 contract
Sources: Registration Rights Agreement (United Industries Corp)
Additional Interest. (a) In the event that:
(iA) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a each Series of Notes is declared effective by the SEC on or prior to the Effectiveness DeadlineDate or (B) notwithstanding that the Issuer has consummated or will consummate an Exchange Offer for each Series of Notes, the Issuer is required to file a Shelf Registration Statement for either Series of Notes and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 90th day following the date such Shelf Registration Statement was filed; or
(ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the applicable Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) Holders (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”)), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.501.00% per annum), to but excluding the date day on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1a) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3c) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Additional Interest. (a) In The Company and the event thatInitial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company fails to fulfill its obligations under Sections 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional dividends on the Exchangeable Preferred Stock or interest on the Exchange Debentures, as the case may be ("Additional Interest"), under the circumstances and to the extent set forth below:
(i) neither an Exchange Offer if the applicable Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC on or prior to Commission within 45 days after the Effectiveness Deadline; orIssue Date;
(ii) (A) unless the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for would not be permitted by a policy of the SEC, the Exchange Notes Offer is not declared effective on or prior to the 30th Business Day after before the Effectiveness Deadline or Date;
(Biii) if applicable, neither the Exchange Offer is consummated nor the Shelf Registration Statement has been is declared effective and such Shelf within 120 days after the Issue Date;
(iv) after a Registration Statement is declared effective, such Registration Statement thereafter ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of or such Shelf Registration Statement if or the Issuer’s management determines related prospectus ceased to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings be usable (except as permitted by the following paragraph) in connection with resales of Transfer Restricted Securities during the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) periods specified herein (any each such event referred to in the foregoing clauses (i) or through (iiiv), a “"Registration Default”"), then (A) additional interest (“Additional Interest”) cash dividends will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series Exchangeable Preferred Stock at a rate of 0.250.5% per annum for from and including the first 90 days commencing date on the day following the which any Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), Default shall occur to but excluding the date on which the all Registration Default with respect to such Series has Defaults have been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due cured calculated on the first liquidation preference of the Exchangeable Preferred Stock or (B) additional cash interest payment date following will accrue on the Exchange Debentures at a rate of 0.5% per annum from and including the date on which any Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured calculated on the principal amount of the Exchange Debentures, as the case may be ("Liquidated Damages"). All accrued Liquidated Damages will be paid by the Company in cash on each scheduled dividend payment date for the Exchangeable Preferred Stock, or on the date interest is payable for the Exchange Debentures, as the case may be (the "Damages Payment Date"), to any holder of Transfer Restricted Securities who has given wire transfer instructions to the Company at least 10 business days prior the Damages Payment Date by wire transfer of immediately available funds and to all other holders of Transfer Restricted Securities by mailing checks to their registered addresses. Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease. A Registration Default described in clause (iv) of the immediately preceding paragraph shall be deemed not to have occurred and be continuing by reason of a Shelf Registration Statement or prospectus ceasing to be usable if (i) such Additional Interest begins Shelf Registration Statement or prospectus has ceased to accruebe usable solely as a result of (A) the filing of a post-effective amendment thereto to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (B) other material events, with respect to the Company, that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (B), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that (1) the Additional Interest applicable to in any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to case if such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder Shelf Registration Statement or prospectus is not able to or does not provide the representations and information required usable for a continuous period in connection with excess of 30 days, a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest Default shall be deemed to accrue from and including have occurred on the day following the applicable Event Datesuch 30-day period and to be continuing until such Registration Default is cured.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Benedek Communications Corp)
Additional Interest. (a) In The Issuers and the Initial Purchasers agree that the Holders of Securities will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers jointly and severally agree to pay, as liquidated damages and as set forth in the Indenture and the Notes, additional interest on the Notes ("Additional ---------- Interest") under the circumstances and to the extent set forth below (each such -------- event that:referred to in clauses (i) through (v) below, a "Registration Default"): --------------------
(i) neither an if the Exchange Offer Registration Statement nor a Shelf has not been filed on or prior to the Filing Date;
(ii) if the Exchange Offer Registration Statement covering a Series of Notes is has not been declared effective by the SEC on or prior to the Effectiveness Deadline; orDate;
(iiiii) (A) if the Issuer Exchange Offer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been consummated within 150 days after the terms of an Exchange Offer for Exchange Notes Closing Date;
(iv) if the Shelf Registration has not been filed on or prior to the 30th Business Day after Shelf Filing Date or declared effective within 120 days following the Effectiveness Deadline delivery of the Shelf Notice, as the case may be; or
(v) if (A) the Exchange Offer Registration Statement has been declared effective but ceases to be effective for a period of 15 consecutive days without being succeeded immediately by any additional Registration Statement filed with the SEC and declared effective at any time prior to the time that the Exchange Offer is consummated or (B) if applicable, the Shelf Registration Statement or any Subsequent Shelf Registration has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of during the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 15 consecutive days in without being succeeded immediately by any twelve-month periodadditional Registration Statement filed and declared effective, then Additional Interest shall be accrued on the Notes over and without specifying above the nature of the event giving rise to a suspension in any notice of suspension provided interest rate then applicable to the Holders) (any event referred to in Notes on each day during the foregoing clauses (i) or (ii), a “first 90-day period immediately following the occurrence of such Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate equal to 25 basis points (0.25%) per annum. The amount of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate Additional Interest will be increased increase by an additional 25 basis points (0.25% %) per annum for during each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that until the rate at which such Additional Interest accrues applicable Registration Statement is filed, the applicable Registration Statement is declared effective, the Exchange Offer is consummated or the applicable Registration Statement again becomes effective, as the case may in no event exceed 0.50% per annum)be, to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that the Additional Interest -------- ------- rate on the Notes may not exceed 100 basis points (1.00%) per annum and, accordingly, the maximum interest rate on the Notes may not exceed 11%; and provided, further, that (1) upon the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one filing of the foregoing clauses Exchange Offer Registration -------- ------- Statement (in the case of (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Periodabove), (2) if a Holder is not able to upon the effectiveness of the Exchange Offer Registration Statement (in the case of (ii) above), (3) upon the consummation of the Exchange Offer (in the case of (iii) above), (4) upon the filing of the Shelf Registration or does not provide upon the representations and information required in connection with effectiveness of a Shelf Registration, as applicable (in the case of (iv) above), or (5) upon the effectiveness of the Exchange Offer Registration Statement which had ceased to remain effective (in a timely manner and is therefore not named the case of (v)(A) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(B) above), the interest rate borne by the Notes, including Additional Interest, will be reduced by the amount of Additional Interest on the Notes as a selling security holder in a Shelf Registration Statementresult of such clause (i), (ii), (iii), (iv) or (v) (or the relevant subclause thereof), as the case may be. Notwithstanding the foregoing, the Holder will Issuers shall not be entitled required to receive any pay such Additional Interest with respect to its Transfer Restricted Notes; and the Registrable Securities held by a Holder if the applicable Registration Default arises from the failure of the Issuers to file, or cause to become effective, a Shelf Registration Statement within the time periods specified in this Section 4 by reason of the failure of such Holder to provide such information as (3i) the Issuer will have no other liabilities Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any Prospectus included therein to the Holders under this Agreement extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the NASD or the SEC may request in connection with respect such Shelf Registration Statement or (iii) is required to any comply with the agreements of such Holder contained in the penultimate paragraph of Section 5 to the extent compliance thereof is necessary for the Shelf Registration DefaultStatement to be declared effective.
(b) With respect to each Series, the Issuer The Company shall notify the Trustee within three Business Days after each Registration Default (an "Event Date"). Any amounts of Additional ---------- Interest due pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 4(a) hereof will be payable in cash semi-annually on each June 1 and every December 1 (to the holders of record on the May 15 and November 15 immediately preceding such dates), commencing with the first such date on which an event occurs in respect occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes making up the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest is required to be paid rate was applicable during such period (an “Event Date”) determined on the Notes basis of such Series. Any Additional Interest due shall be payable on each interest payment date a 360-day year comprised of twelve 30-day months and, in the applicable series affected thereby to case of a partial month, the Holder actual number of Notes days elapsed), and the denominator of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date360.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Styrochem International LTD)
Additional Interest. If (a) In the event that:
Company fails to file any of the registration statements required by this Agreement on or before the date specified for such filing, (ib) neither an the Exchange Offer Registration Statement nor a or the Shelf Registration Statement covering a Series of Notes is Statement, as applicable, has not been declared effective by the SEC on or prior to the deadlines for effectiveness specified in Section 2.1 and Section 2.2 of this Agreement (the "Effectiveness Deadline; or
Target Date"), (ii) (Ac) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with Company fails to consummate the terms of an Exchange Offer for Exchange Notes on or prior within 30 days of the Effectiveness Target Date with respect to the 30th Business Day after the Effectiveness Deadline Exchange Offer Registration Statement or (Bd) if applicable, the Shelf Registration Statement has been or the Exchange Offer Registration Statement, as applicable, is declared effective and such Shelf Registration Statement but thereafter ceases to be effective at any time prior to or usable in connection with resales of Transfer Restricted Securities during the end of the Effectiveness Period periods specified in this Agreement (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (ia) or through (iid) above, a "Registration Default"), a “Registration Default”), then additional the interest rate borne by the Securities shall be increased (“"Additional Interest”") will accrue on the principal amount by one-quarter of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% one percent per annum for the first 90 days commencing on the day following the Registration Defaultannum, which rate will be increased increase by an additional 0.25% per annum for one quarter of one percent each subsequent 90-day period thereafter that such Additional Interest continues to accrue; accrue under any such circumstance, provided that the maximum aggregate increase in the interest rate at which such Additional Interest accrues may will in no event exceed 0.50% one half of one percent per annum), to but excluding . Following the date on which cure of all Registration Defaults the Registration Default with respect to such Series has been cured. accrual of Additional Interest will be paid semi-annually in arrears with cease and the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event rate will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer original rate. The Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) "). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Securities, on or before the Notes of such Seriesapplicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the record Holder of Notes of Securities entitled to receive the interest payment to be paid on such Series with respect to which Additional Interest is due and owingdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Sources: Registration Rights Agreement (Norfolk Southern Corp)
Additional Interest. (a) In the event that:
that (i) neither an Exchange Offer the applicable Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC on or prior to the Effectiveness Deadline; or
date specified herein for such filing, (ii) (A) the Issuer has applicable Registration Statement is not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes declared effective on or prior to the 30th Business Day date specified herein for such effectiveness after such obligation arises (the "Effectiveness Deadline Target Date"), (iii) if the Exchange Offer is required to be consummated hereunder, the Company fails to consummate the Exchange Offer by the Target Consummation Date with respect to the Exchange Offer Registration Statement or (Biv) if applicable, the Shelf applicable Registration Statement has been is filed and declared effective during the period effectiveness is required by Section 2(e) and such Shelf Registration Statement ceases 3
(a) but shall thereafter cease to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf or usable without being succeeded immediately by an additional Registration Statement if covering the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments Transfer Restricted Notes which has been filed and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) declared effective (any each such event referred to in the foregoing clauses (i) or through (iiiv), a “"Registration Default”"), then additional the interest rate on the Transfer Restricted Notes as to which such Registration Default relates will increase (“"Additional Interest”) will accrue on "), with respect to the each 90-day period while a Registration Default is continuing immediately following the occurrence of such Registration Default in an amount equal to 0.25% per annum of the principal amount of the Transfer Restricted Notes until all Registration Defaults have been cured, subject to a maximum amount of 1.00% of the principal amount of the Notes. Upon (w) the filing of the applicable Series at a rate Registration Statement (in the case of 0.25% per annum clause (i) of the preceding sentence), (x) the effectiveness of the applicable Registration Statement (in the case of clause (ii) of the preceding sentence), (y) the issuance of Exchange Notes in exchange for all Notes properly tendered and not withdrawn in the first 90 days commencing on Exchange Offer (in the day following case of clause (iii) of the preceding sentence) or (z) the effectiveness of the applicable Registration DefaultStatement which has ceased to be effective (in the case of clause (iv) of the preceding sentence, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which as a result of the Registration Default with respect described in such clause shall cease to such Series accrue (but any accrued amount shall be payable) and the interest rate on the applicable Notes will revert to the original rate if no other Registration Default has been curedoccurred and is continuing. Additional Interest will shall be paid semi-annually in arrears with the interest payment due computed based on the first interest payment date following the date on actual number of days elapsed during which any such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer Defaults exist. The Company shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) "). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Notes, on or before the Notes of such Seriesimmediately following February 15 or August 15, immediately available funds in sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby February 15 and August 15 to the record Holder of Notes of entitled to receive the interest payment to be paid on such Series with respect to which Additional Interest is due and owingdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Additional Interest. (a) In the event that:
If (i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC not Consummated on or prior to the Effectiveness Exchange Offer Consummation Deadline; or
(ii) the Company and the Guarantors fail to file any Shelf Registration Statement required by this Agreement on or before the Shelf Filing Deadline; (Aiii) any such Shelf Registration Statement is not declared effective by the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes Commission on or prior to the 30th Business Day after Shelf Effectiveness Deadline; (iv) the Effectiveness Deadline Company and the Guarantors fail to Consummate the Exchange Offer by the Exchange Notes Issue Deadline; or (Bv) if applicable, the Shelf Registration Statement has been or the Exchange Offer Registration Statement is declared effective and such Shelf Registration Statement but thereafter ceases to be effective at any time prior to or usable in connection with resales of Entitled Securities during the end of the Effectiveness Period periods specified in this Agreement (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (ii)v) above, a “Registration Default”), then the Company and the Guarantors will pay additional interest (“Additional Interest”) ), in the amounts described in the paragraph below, to each holder of Entitled Securities until all Registration Defaults have been cured. With respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will accrue on be paid in an amount equal to 0.25% per annum of the principal amount of the Transfer Restricted Notes Entitled Securities outstanding. The amount of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate Additional Interest will be increased increase by an additional 0.25% per annum for with respect to each subsequent 90-day period thereafter that such until all Registration Defaults have been cured, up to a maximum amount of Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50for all Registration Defaults of 1.0% per annum)annum of the principal amount of the Entitled Securities outstanding. Notwithstanding anything to the contrary set forth herein, to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one upon Consummation of the foregoing clauses Exchange Offer, in the case of clause (i) and or (iiiv) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Periodabove, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a filing of the Shelf Registration Statement, in the Holder case of clause (ii) above, (3) upon the effectiveness of the Shelf Registration Statement, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (v) above, the Additional Interest payable with respect to the Entitled Securities as a result of such clause (i), (ii), (iii), (iv) or (v), as applicable, shall cease. Following the cure of all Registration Defaults, the accrual of Additional Interest will not cease. All accrued Additional Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Additional Interest are due cease to receive any be Entitled Securities, all obligations of the Company and the Guarantors to pay Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities securities that accrued prior to the Holders under this Agreement time that such securities ceased to be Entitled Securities shall survive until such time as such obligations with respect to any Registration Defaultsuch securities shall have been satisfied in full.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Additional Interest. (a) In The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages if the Company fails to fulfill its obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that:
that either (i) neither an the Registered Exchange Offer Registration Statement nor a is not completed or the Shelf Registration Statement covering a Series of Notes Statement, if required hereby, is not declared effective by the SEC on or prior to 210 days after the Effectiveness Deadline; or
Issue Date or (ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been is filed and declared effective and such Shelf Registration Statement ceases within 210 days after the Issue Date but shall thereafter cease to be effective (at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted Company is obligated to suspend maintain the use of the prospectus that is part of such Shelf effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments filed and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) declared effective (any each such event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii), a "Registration Default"), the Company will be obligated to pay, as liquidated damages for such Registration Default, additional cash interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to 0.25% per annum of the principal amount of Transfer Restricted Securities held by such Holder until (i) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, Registered Exchange Offer is consummated or (2ii) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and Statement is therefore not named declared effective or again becomes effective, as a selling security holder in a Shelf the case may be. Following the cure of all Registration StatementDefaults, the Holder accrual of additional interest will not be entitled to receive any Additional Interest with respect to its cease. As used herein, the term "Transfer Restricted Notes; and Securities" means (3i) each Security until the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs such Security has been exchanged for a freely transferable Exchange Security in respect the Registered Exchange Offer, (ii) each Security until the date on which it has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) each Security until the date on which Additional Interest it is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), the Company shall not be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby provided by it, if any, pursuant to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event DateSection 4(n).
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Black & Decker Corp)
Additional Interest. (a) In The parties hereto acknowledge that the Holders of New Notes or Exchange Notes, as the case may be, will suffer damages if the Issuers fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that:
(i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC has not been filed on or prior to the Effectiveness Deadline; or60th day following the Settlement Date;
(ii) (A) the Issuer Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes been declared effective on or prior to the 30th Business Day after 150th day following the Effectiveness Deadline or Settlement Date;
(Biii) if applicable, neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective and on or prior to the 195th day following the Settlement Date; or
(iv) after either the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective, such Shelf Registration Statement ceases to be effective at any time prior to or usable in connection with the end Registered Exchange Offer or resales of the Effectiveness Period (provided that the Issuer will New Notes during a period in which it is required to be permitted to suspend the use of the prospectus that is part of such Shelf effective hereunder without being succeeded immediately by any additional Registration Statement if or post-effective amendment covering the Issuer’s management determines to do so for valid business reasonsNew Notes or the Exchange Notes, including circumstances relating to pending corporate developments as the case may be, which has been filed and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) declared effective; (any each such event referred to in the foregoing clauses (i) or through (iiiv), a “"Registration Default”"), then additional interest (“"Additional Interest”") will accrue on the principal amount of the Transfer Restricted New Notes and the Exchange Notes, respectively (in addition to the stated interest on the New Notes and the Exchange Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the applicable Series then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum for during the 90-day period immediately following such first 90 days commencing on the day following the occurrence of a Registration DefaultDefault and while any such Registration Default has occurred and is continuing, which rate will be increased and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period thereafter that such Additional Interest continues up to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed a maximum of 0.50% per annum)annum with respect to all Registration Defaults, to but excluding until the date on which all of the Registration Default with respect filings, declarations of effectiveness and consummations referred to such Series has in the preceding sentence have been cured. Additional Interest will be paid semi-annually in arrears with achieved, on which date the interest payment due rate on the first interest payment date following New Notes and the date on which such Additional Interest begins to accrue; providedExchange Notes, howeverrespectively, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by such notes.
(b) With respect to each Series, the Issuer The Issuers shall notify the Trustee within three Business Days after or the Exchange Notes Trustee, as applicable, immediately upon their knowledge the happening of each and every date on which an event occurs in respect of which Registration Default. The Issuers shall pay the Additional Interest is required to be paid (an “Event Date”) due on the New Notes or Exchange Notes, as the case may be, by depositing with the Trustee or the Exchange Notes Trustee, as applicable (which in either case shall not be any of such Seriesthe Issuers for these purposes), in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture or the Exchange Notes Indenture, as applicable, sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date specified by the Indenture or the Exchange Notes Indenture, as applicable, to the record holders entitled to receive the interest payment to be made on such date.
(c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the applicable series affected thereby to damages that will be suffered by Holders of New Notes or Exchange Notes by reason of the Holder happening of Notes any Registration Default.
(d) All of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest the Issuers' obligations set forth in this Section 5 shall be deemed to accrue from and including survive the day following the applicable Event Datetermination of this Agreement.
Appears in 1 contract
Additional Interest. (a) In The Regency Parties and the event thatInitial Purchasers agree that the Holders will suffer damages if the Regency Parties fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Regency Parties agree that if:
(i) neither an Exchange Offer any of the Registration Statement nor a Shelf Registration Statement covering a Series of Notes Statements required by this Agreement is not declared effective by the SEC Commission on or prior to the Effectiveness Deadlinedate specified herein for such effectiveness;
(ii) the Regency Parties fail to consummate the Exchange Offer within 30 Business Days, or longer, if required by Federal securities laws, of the date the Exchange Offer Registration Statement is declared effective under the Securities Act; or
(iiiii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been is declared effective and such Shelf Registration Statement within the time period specified in Section 3(b)(x) but thereafter ceases to be effective at any time prior to or usable in connection with resales of Registrable Notes (unless the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines ceases to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events be effective or filings usable in connection with the SEC, for a period not to exceed an aggregate resales of 90 days in any twelve-month period, and without specifying Registrable Notes as specifically permitted by the nature penultimate paragraph of the event giving rise to a suspension in any notice of suspension provided to the Holders) Section 5 hereof); (any each such event referred to in the foregoing clauses (i) or ), (ii), ) and (iii) a “Registration Default”), then liquidated damages in the form of additional cash interest (“Additional Interest”) will accrue on the principal amount of affected Registrable Notes. Such liquidated damages and Additional Interest shall be the Transfer Restricted Notes of the applicable Series at a only monetary remedy available to Holders under this Agreement. The rate of Additional Interest will be 0.25% per annum for the first 90 days commencing on the 90-day period immediately following the occurrence of a Registration Default, which rate will be increased increasing by an additional 0.25% per annum for with respect to each subsequent 90-day period thereafter that such up to a maximum amount of Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50of 1.00% per annum), to but excluding from and including the date on which the any such Registration Default with respect to such Series has shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following cured or (2) the date on which such Registrable Note ceases to be a Registrable Note. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest begins for such subsequent Registration Default shall initially be 0.25% regardless of the rate in effect with respect to accrue; providedany prior Registration Default at the time of cure of such Registration Default and shall increase in the manner and be subject to the maximum Additional Interest rate contained in the preceding sentence. Notwithstanding the foregoing, however, that (1) the amount of Additional Interest applicable to any Series of Transfer Restricted Notes may payable shall not accrue under increase because more than one of the foregoing clauses (i) Registration Default has occurred and (ii) with respect to such Series at any one time, is pending and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder of Registrable Notes that is not able entitled to or does not provide the representations and information required in connection with a benefits of the Shelf Registration in a timely manner and is therefore (e.g., such Holder has not named as a selling security holder in a Shelf Registration Statement, the Holder will elected to include information) shall not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities a Registration Default that pertains to the Holders under this Agreement with respect to any Registration DefaultShelf Registration.
(b) With respect to each SeriesSo long as Notes remain outstanding, the Issuer Company shall notify the Trustee within three five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid paid. Any amounts of Additional Interest due pursuant to clauses (a)(i) or (a)(ii) of this Section 4 will be payable in cash semi-annually on each June 15 and December 15 (each an “Event Additional Interest Payment Date”) in the same manner as regular interest is payable on the Notes of Notes, commencing with the first such Series. Any date occurring after any such Additional Interest due shall be commences to accrue, to Holders to whom regular interest is payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series Additional Interest Payment Date with respect to which Notes that are Registrable Notes. The amount of Additional Interest is due and owing. Each obligation to pay for each Registrable Note will be determined by multiplying the applicable rate of Additional Interest shall be deemed by the aggregate principal amount of such Registrable Note outstanding on the Additional Interest Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to accrue from a Registration Default (and including thereafter at the next succeeding Additional Interest Payment Date until the cure of such Registration Default), and multiplying the product of the foregoing by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day following year comprised of twelve 30-day months and, in the applicable Event Datecase of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Regency Energy Partners LP)
Additional Interest. If (a) In the event that:
Company fails to file any of the Registration Statements required by this Agreement on or before the date specified herein for such filing, (ib) neither an the Exchange Offer Registration Statement nor a or the Shelf Registration Statement covering a Series of Notes is Statement, as applicable, has not been declared effective by the SEC or has not otherwise become effective under the 1933 Act on or prior to the deadlines for effectiveness specified in Section 2.1 and Section 2.2 of this Agreement (the “Effectiveness Deadline; or
Target Date”), (ii) (Ac) the Issuer has not exchanged all Transfer Restricted Notes of Company fails to consummate a Series of Notes validly tendered in accordance with the terms of an Registered Exchange Offer for Exchange Notes on or prior within 30 days of the Effectiveness Target Date with respect to the 30th Business Day after the Effectiveness Deadline Exchange Offer Registration Statement or (Bd) if applicable, the Shelf Registration Statement has been or the Exchange Offer Registration Statement, as applicable, is declared or becomes effective and such Shelf Registration Statement but thereafter ceases to be effective at any time prior to or usable in connection with resales of Transfer Restricted Securities during the end of the Effectiveness Period periods specified in this Agreement (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (ia) or through (ii)d) above, a “Registration Default”), then the Company shall be required to pay to the Holders of the applicable Securities (that is, the Securities to which such Registration Default applies, which may be all the Securities or a particular series of the Securities) an additional interest amount (“Additional Interest”) will accrue on such Securities equal to one-quarter of one percent per annum of the principal amount of the Transfer Restricted Notes such Securities, which amount will increase by one quarter of the applicable Series at a rate of 0.25% one percent per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; accrue under any such circumstance, provided that the rate at which such maximum aggregate amount of Additional Interest accrues may payable hereunder will in no event exceed 0.50% one half of one percent per annum). Following the cure of all Registration Defaults, to but excluding the date on which the Registration Default with respect to such Series has been cured. accrual of Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer cease. The Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) ). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Securities, on or before the Notes of such Seriesapplicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owingIndenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Sources: Registration Rights Agreement (Norfolk Southern Corp)
Additional Interest. (a) In the event that:
If (i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC Commission on or prior to one year after the Effectiveness Deadline; or
Expiration Date, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective within 180 days after the Filing Date (Aor in the case of a Shelf Registration, after the day the filing is required by Section 2(a)), (iii) the Issuer has Registered Exchange Offer is not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered consummated on or prior to 40 days after the Exchange Offer Registration Statement is declared effective, (iv) if the Company is required to file the Shelf Registration Statement in accordance with Section 2, the terms of an Exchange Offer for Exchange Notes Company does not so file the Shelf Registration Statement on or prior to the 30th Business Day day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared effective and Company's obligation to file such Shelf Registration Statement ceases arises, or (v) the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective (at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted Company is obligated to suspend maintain the use of the prospectus that is part of such Shelf effectiveness thereof) without being again effective within 30 days or being succeeded within 30 days by an additional Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments filed and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) declared effective (any each such event referred to in the foregoing clauses (i) or through (iiv), a “"Registration Default”"), then the Company shall be obligated to pay additional interest (“"Additional Interest”") will accrue on the principal amount to each Holder of the Transfer Restricted Notes Securities, during the period of the applicable Series one or more such Registration Defaults, at a rate of 0.25% per annum on the applicable principal amount of Transfer Restricted Securities held by such Holder for the first 90 days commencing on the 90-day period immediately following the occurrence of a Registration Default, which and such rate will be increased increase by an additional 0.25% per annum for with respect to each subsequent 90-day period thereafter that such Additional Interest continues until all Registration Defaults have been cured, up to accrue; provided that the a maximum additional rate at which such Additional Interest accrues may in no event exceed 0.50of 1.00% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each Such obligation to pay Additional Interest shall be deemed to accrue from and including the day following survive until (i) the applicable Event DateRegistration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated with respect to all properly tendered Securities, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective (or is superseded by another effective Shelf Registration Statement), as the case may be. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Rite Aid Corp)
Additional Interest. (a) In Notwithstanding anything in this Indenture or in the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior Debentures to the Effectiveness Deadline; or
(ii) (A) contrary, if the Issuer has not exchanged all Transfer Restricted Notes Company so elects, the sole remedy of a Series Holders for an Event of Notes validly tendered Default relating to the Company’s obligation to file reports as required under Section 4.06 shall, for the first 180 days after the occurrence of such an Event of Default, which will be the 60th day after written notice is provided to the Company in accordance with the terms clause (d) of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicableSection 5.01, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end consist exclusively of the Effectiveness Period right to receive Additional Interest on the Debentures at an annual rate equal to (provided that the Issuer will be permitted to suspend the use x) 0.25% of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature outstanding Adjusted Principal Amount of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum Debentures for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90Event of Default is continuing in such 180-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed and (y) 0.50% per annum), to but excluding of the date on which outstanding Adjusted Principal Amount of the Registration Debentures for the remaining 90 days an Event of Default with respect to is continuing in such Series has been cured180-day period. Additional Interest will shall be paid semi-annually payable in arrears with on each Interest Payment Date following the occurrence of such Event of Default in the same manner as regular interest payment due on the first interest payment date following Debentures. The Company may elect to pay Additional Interest as the sole remedy under this Section 5.03 by giving notice to the Holders, the Trustee and the Paying Agent of such election (and making such notice available on its website) on or before the close of business on the 5th Business Day after the date on which such Event of Default occurs. If the Company fails to timely give such notice or pay Additional Interest begins to accrue; providedwhen due, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may or elects not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest following an Event of Default relating to the Company’s obligation to file reports as required under Section 4.06, the Debentures will be immediately subject to acceleration as provided in Section 5.02. On the 181st day after such Event of Default (if such violation is not cured or waived prior to such 181st day), the Debentures will immediately be subject to acceleration as provided in Section 5.02. This Section 5.03 shall be deemed to accrue from and including not affect the day following rights of the applicable Trustee or the Holders in the event of the occurrence of any other Event Dateof Default.
Appears in 1 contract
Sources: Indenture (Liberty Media Corp)
Additional Interest. If (a) In the event that:
(i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or
(ii) (A) 90th day following the Issuer original issue date of the Notes, the Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance been filed with the terms Commission or on or prior to the 90th day after the obligation to file the Shelf Registration Statement has arisen, the Shelf Registration Statement has not been filed with the Commission, (b) on or prior to the 180th day following the original issue date of an the Notes, the Exchange Offer for Exchange Notes Registration Statement has not been declared effective by the Commission, (c) on or prior to the 30th Business Day after following the Effectiveness Deadline date the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer has not been consummated, or (Bd) if applicable, after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective and effective, such Shelf Registration Statement thereafter ceases to be effective at any time prior or usable in connection with resales of Notes or Exchange Notes in accordance with and during the periods specified in this Agreement without being succeeded immediately by a successor Registration Statement or a post-effective amendment to the end of the Effectiveness Period (provided such Registration Statement that the Issuer will be permitted to suspend the use of the prospectus cures such failure and that is part of itself immediately declared effective (each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (ia) or through (iid), a “("Registration Default”"), then additional interest (“"Additional Interest”") will accrue on the principal amount of the Transfer Restricted Notes of and the applicable Series Exchange Notes (in addition to the stated interest on the Notes and Exchange Notes) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Additional Interest will accrue at a rate of 0.25% per annum for during the first 90 days commencing on the 90-day period immediately following the occurrence of such Registration Default, which rate will be increased Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may period, but in no event shall such rate exceed 0.501.00% per annum), . All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to but excluding any Notes at the date on which the Registration Default time such Notes are exchanged for an Exchange Note shall survive until such time as all such obligations with respect to such Series has Notes have been cured. Additional Interest will be paid semi-annually satisfied in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultfull.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Sources: Registration Rights Agreement (Nova Chemicals Corp /New)
Additional Interest. (a) In The parties hereto agree that Holders will suffer damages if the Company fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that:
that (i) neither an Exchange Offer the applicable Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC Commission on or prior to the Effectiveness Deadline; or
date specified herein for such filing, (ii) (A) the Issuer applicable Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes Commission on or prior to the 30th Business Day date specified herein for such effectiveness after the Effectiveness Deadline or such obligation arises, (Biii) if applicablethe Registered Exchange Offer is required to be Consummated hereunder, the Shelf Registration Statement Registered Exchange Offer has not been declared effective and such Shelf Registration Statement ceases to be effective at any Consummated by the Company within the time period set forth in Section 2(a) hereof, (iv) prior to the end of the Effectiveness Exchange Offer Registration Period (provided that or the Issuer will be permitted to suspend Shelf Registration Period, the use Commission shall have issued a stop order suspending the effectiveness of the prospectus that is part of such Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, or proceedings have been initiated with respect to the Registration Statement if under Section 8(d) or 8(e) of the Issuer’s management determines to do so for valid business reasonsAct, including circumstances relating to pending corporate developments and similar events or filings with (v) the SEC, for a period not to exceed an aggregate number of 90 days in any twelve-month periodone such suspension period exceeds the period permitted pursuant to Section 2(d) or 3(d) hereof, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) as each may be applicable (any each such event referred to in the foregoing clauses (i) or through (iiv), a “Registration Default”), then additional interest with respect to the Transfer Restricted Notes (“Additional Interest”) will accrue on with respect to the principal first 90-day period immediately following the occurrence of such Registration Default in an amount of the Transfer Restricted Notes of the applicable Series at a rate of equal to 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate per $1,000 principal amount of such Notes and will be increased increase by an additional 0.25% per annum per $1,000 principal amount of such Notes for each subsequent 90-day period thereafter that until such Registration Default has been cured, up to an aggregate maximum amount of Additional Interest continues to accrue; provided that of 1.0% per annum per $1,000 principal amount of Notes for all Registration Defaults. Following the rate at which such cure of a Registration Default, the accrual of Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Registration Default will cease and upon the cure of all Registration Defaults the accrual of all Additional Interest will be paid semi-annually in arrears with cease and the interest payment due rate on the first interest payment date following Notes shall thereafter be the date on which such coupon rate. Notwithstanding the foregoing, (x) the Company will not be required to pay Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under for more than one of the foregoing clauses (i) and (ii) with respect to such Series Registration Default at any one time, and in no event will (y) if the Registered Exchange Offer has been Consummated, Additional Interest accrue after the Effectiveness Period, (2) if related to a Holder is not able to or does not provide the representations and information required in connection with Registration Default for a Shelf Registration Statement shall not be payable in a timely manner and is therefore not named as a selling security holder respect of Notes issued in a the Registered Exchange Offer except to the extent entitled to registration under such Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and Statement under clause 3(a)(iii) or (3iv) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultabove.
(b) With respect to each Series, the Issuer The Company shall notify the Trustee within three Business Days after and paying agent under the applicable Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every date on which an event occurs in respect of which Registration Default. The Company shall pay the Additional Interest is required to be paid (an “Event Date”) due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Company for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 a.m. on the next interest payment date specified in the applicable Indenture (or such Seriesother indenture), sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date of specified by the applicable series affected thereby Indenture (or such other indenture) to the Holder of Notes of record holders entitled to receive the interest payment to be made on such Series with respect to which Additional Interest is due and owingdate. Each obligation to pay Additional Interest shall be deemed to accrue from and including include the day following date of the applicable Event DateRegistration Default.
(c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default.
(d) All Additional Interest which has accrued pursuant to this Section 4 and which is outstanding with respect to any Transfer Restricted Note shall remain outstanding until paid in full (notwithstanding termination of this Agreement, Consummation of the Registered Exchange Offer or cessation of effectiveness of the Shelf Registration Period).
Appears in 1 contract
Sources: Registration Rights Agreement (Alliance One International, Inc.)
Additional Interest. (a) In [Reserved].
b) Notwithstanding anything to the event that:
contrary in this Indenture, if so elected by the Company, the sole remedy for an Event of Default relating to the failure to comply with Section 4.10 hereof will (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or
(ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing after the occurrence of such an Event of Default consist exclusively of the right to receive Additional Interest on the Notes at an annual rate equal to 0.25% of the Principal Amount of outstanding Notes and (ii) from the 91st day until the 180th day following the Registration Defaultoccurrence of such an Event of Default consist exclusively of the right to receive Additional Interest on the Notes at an annual rate equal to 0.50% of the Principal Amount of outstanding Notes. If the Company so elects, which rate the Additional Interest payable under this Section 9.03(b) will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date payable on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following all outstanding Notes from and including the date on which such Event of Default first occurs to, but excluding, the 180th day thereafter, or such earlier date on which such Event of Default has been cured or waived or ceases to exist. On the 181st day after such Event of Default, if such Event of Default has not been cured or waived prior to such 181st day, Additional Interest begins payable pursuant to accrue; provided, however, that (1this Section 9.03(b) will cease to accrue and the Notes will be subject to acceleration as provided in Section 9.02. In the event the Company does not elect to pay the Additional Interest applicable payable pursuant to any Series this Section 9.03(b) upon an Event of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) Default in accordance with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statementthis paragraph, the Holder Notes will not be entitled subject to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs acceleration as provided in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such SeriesSection 9.02. Any Additional Interest due shall payable pursuant to this Section 9.03(b) will be payable in arrears on each Interest Payment Date following accrual in the same manner as ordinary interest payment is payable pursuant to Section 2.03. In order to elect to pay the Additional Interest payable pursuant to this Section 9.03(b) as the sole remedy during the first 180 days after the occurrence of an Event of Default relating to the failure to comply with Section 4.10 in accordance with the immediately preceding paragraph, the Company must notify all Holders, the Trustee and Paying Agent in writing of such election on or before the Close of Business on the date on which such Event of Default first occurs. Upon the failure to timely give all Holders, the Trustee and Paying Agent such notice, the Notes will be immediately subject to acceleration as provided in Section 9.02. Payments of the applicable series affected thereby to Redemption Price, the Holder of Notes of such Series with respect to which Additional Interest is Fundamental Change Purchase Price and Principal Amount or interest that are not made when due and owing. Each obligation to pay Additional Interest payable shall be deemed to accrue from and including interest per annum at the day following the then-applicable Event Dateinterest rate.
Appears in 1 contract
Sources: Indenture (Hc2 Holdings, Inc.)
Additional Interest. (a) In The Issuers and the event thatInitial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company and Capital II fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and Capital II agree to pay additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below:
(i) if neither an the Exchange Offer Registration Statement nor a the Initial Shelf Registration has been filed on or prior to the Filing Date;
(ii) if neither the Exchange Registration Statement covering a Series of Notes is nor the Initial Shelf Registration has been declared effective by the SEC on or prior to the Effectiveness Deadline; orDate;
(iiiii) if an Initial Shelf Registration required by Section 2(c)(2) has not been filed on or prior to the date 45 days after delivery of the Shelf Notice;
(iv) if an Initial Shelf Registration required by Section 2(c)(2) has not been declared effective on or prior to the date 105 days after the delivery of the Shelf Notice; and/or
(v) if (A) the Issuer has Company and Capital II have not exchanged the Exchange Notes for all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline Consummation Date or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Exchange Registration Statement ceases to be effective at any time prior to the end time that the Exchange Offer is consummated as to all Notes validly tendered or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the termination of the Effectiveness Period Period. (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (ii), v) above is a “"Registration Default”"), then additional . The sole remedy available to Holders of the Notes for a Registration Default will be the accrual of Additional Interest as follows: the per annum interest (“Additional Interest”) will accrue rate on the principal amount Notes will increase by .50% during the first 90-day period following the occurrence of a Registration Default and until it is waived or cured; and the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which interest rate will be increased increase by an additional 0.25.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on during which the Registration Default with respect remains uncured, up to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the a maximum additional interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; rate of 2.0% per annum, provided, however, that only Holders of Private Exchange Notes shall be entitled to receive Additional Interest as a result of a Registration Default pursuant to clause (iii) or (iv), provided, further, that (1) upon the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one filing of the foregoing clauses Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Periodabove), (2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration (in a timely manner and is therefore not named as a selling security holder the case of (ii) above), (3) upon the filing of the Shelf Registration (in the case of (iii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), or (5) upon the exchange of Exchange Notes for all Notes tendered or the effectiveness of a Shelf Registration Statement(in the case of (v)(A) above), or upon the Holder will not be entitled subsequent effectiveness of the Exchange Registration Statement which had ceased to receive any remain effective or the effectiveness of a Shelf Registration (in the case of (v)(B) above), or upon the subsequent effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(C) above), Additional Interest with respect on the Notes as a result of such clause (i), (ii), (iii), (iv) or (v) (or the relevant subclause thereof), as the case may be, shall cease to its Transfer Restricted Notes; accrue and (3) the Issuer interest rate on the Notes will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by the Notes.
(b) With respect to each Series, the Issuer The Issuers shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) on the Notes of such Series"). Any amounts of Additional Interest due shall pursuant to (a)(i), (a)(ii), (a)(iii), (a)(iv) or (a)(v) of this Section 4 will be payable in cash semi-annually on each interest payment November 15 and May 15 (to the Holders of record on the and immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue and until such Registration Default is cured, by depositing with the Trustee, in trust for the benefit of such Holders, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the applicable series affected thereby to Registrable Notes, multiplied by a fraction, the Holder numerator of Notes which is the number of days such Series with respect to which Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date360.
Appears in 1 contract
Sources: Registration Rights Agreement (TWP Capital Corp Ii)
Additional Interest. (a) In the event that:
that (i) neither an Exchange Offer the applicable Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC on or prior to the Effectiveness Deadline; or
date specified herein for such filing, (ii) (A) the Issuer has applicable Registration Statement is not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes declared effective on or prior to the 30th date specified herein for such effectiveness after such obligation arises (the "Effectiveness Target Date"), (iii) if the Exchange Offer is required to be consummated hereunder, the Company fails to consummate the Exchange Offer within 30 Business Day after Days of the Effectiveness Deadline Target Date with respect to the Exchange Offer Registration Statement or (Biv) if applicablethe applicable Registration Statement is filed and declared effective prior to the Effectiveness Target Date but shall thereafter cease to be effective or usable without being succeeded immediately by an additional Registration Statement covering the Registrable Securities which has been filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), then the interest rate on the Registrable Securities as to which such Registration Default relates will increase ("Additional Interest"), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, in an amount equal to 0.25% per annum of the principal amount of the Securities. The rate of additional Interest will increase by an additional 0.25% per annum of the principal amount of the Securities for each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to an aggregate maximum increase in the in- 14 terest rate of 1.00% per annum of the principal amount of the Securities. Additional Interest shall be computed based on the actual number of days elapsed during which any such Registration Defaults exist. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and the interest will revert to the original rate. If the Company issues a notice that the Shelf Registration Statement has been declared effective is unusable due to the pendency of an announcement of a material corporate transaction, or such a notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve-month period for which all such notices are issued or required to be issued exceeds 30 days in the aggregate, then the interest rate borne by the applicable Securities will be increased by 0.25% per annum following the date that such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, usable for a period not to exceed an aggregate of 90 days time in any twelve-month period, and without specifying the nature excess of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Defaultperiod permitted above, which rate will shall be increased by an additional 0.25% per annum for at the beginning of each subsequent 90-day period thereafter that such Additional Interest continues to accrueperiod; provided that the aggregate increase in such annual interest rate at which such Additional Interest accrues may in no event exceed 0.501.00% per annum). Upon the Company declaring that the Shelf Registration Statement is usable after the period of time described in the preceding sentence, to but excluding the date on which interest rate borne by the Registration Default with respect to such Series has been cured. Additional Interest applicable Securities will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities reduced to the Holders under original interest rate if the Company is otherwise in compliance with this Agreement with respect to any Registration Default.
(b) With respect to each Series, the Issuer paragraph. The Company shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) "). Additional Interest shall be paid in arrears by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or before the Notes of such Seriesapplicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable in arrears on each interest payment date of the applicable series affected thereby to the record Holder of Notes of Securities entitled to receive the interest payment to be paid on such Series with respect to which Additional Interest is due and owingdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
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Sources: Registration Rights Agreement (Westpoint Stevens Inc)