Additional Interest. (a) Each Issuer and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree to pay additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect): (i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a 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 (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. (b) The Issuers shall notify the Trustee within 3 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), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date 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, 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.
Appears in 2 contracts
Sources: Registration Rights Agreement (MRS Fields Financing Co Inc), Registration Rights Agreement (MRS Fields Financing Co Inc)
Additional Interest. (a) Each The Notes Issuer and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Notes Issuer fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Notes Issuer agrees to pay pay, as liquidated damages, additional cash interest on the Registrable Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if neither (x) the Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement nor is declared effective, within, in each case, 395 days of the Initial Issue Date, then Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum on the principal amount of such Registrable Notes for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Registrable Notes; or
(ii) notwithstanding that the Notes Issuer has consummated or will consummate an Exchange Offer, if the Notes Issuer is required to file a Shelf Registration has been filed with the SEC Statement and such Shelf Registration Statement is not declared effective on or prior to the Filing 395th day following the Issue Date, then Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum of the principal amount of such Registrable Notes for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Registrable Notes; or
(iii) if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than the number of days permitted by the second paragraph of Section 3(a) hereof, then commencing on the first day following the date on which such Shelf Registration Statement ceases to be effective that exceeds the number of days permitted by the second paragraph of Section 3(a) hereof, Additional Interest shall accrue on the Registrable Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately from and including such day, as applicable, following the Filing Date, date on which such Additional Interest rate Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date, period thereafter; provided that Additional Interest shall accrue on in the Notes over and above any stated interest at a rate of 0.25aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Registrable Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that upon (1) upon the filing completion of the Exchange Registration Statement or Initial Shelf Registration Offer (in the case of paragraph (i) above), (2) upon the effectiveness of the Exchange Shelf Registration Statement or Initial Shelf Registration (in the case of paragraph (ii) above), or ) and (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of paragraph (iii)(Ciii) above), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Notes Issuer shall notify the Trustee within 3 one Business Days 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")”) and within one Business Day after such Additional Interest ceases to accrue. Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on the payment dates and in the manner provided stated in the Indenture (to the holders of record on the March 15 and whether or not any cash interest would then be payable on September 15 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Intelsat S.A.), Registration Rights Agreement (Intelsat S.A.)
Additional Interest. In the event that:
(ai) Each Issuer and each Subsidiary Guarantor acknowledges and agrees notwithstanding that the Holders of Registrable Notes Company has consummated or will suffer damages if the Issuers or any Subsidiary Guarantor fails to fulfill its 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. Accordinglyconsummate an Exchange Offer, the Issuers Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the Subsidiary Guarantors agree to pay date required by Section 2(b) hereof, then commencing on the day after the applicable required filing date, additional cash interest shall accrue on the principal amount of the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each at a rate of which shall be given independent effect):0.25% per annum; or
(iii) if neither (A) the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with is not declared effective by the SEC on or prior to the Filing Date180th day after the Issue Date or (B) whether or not the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 30th day after the date such Shelf Registration Statement was required to be filed, then, commencing on the 31st day after the applicable required filing date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;annum; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged the Exchange Notes for all the Notes validly tendered tendered, in accordance with the terms of the Exchange Offer Offer, on or prior to the 30 Business Days 40th day after the Effectiveness Date, date on which the Exchange Offer Registration Statement was declared effective or (B) the Exchange Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary expiration of the Closing Date Rule 144(k) Period (other than after such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, thereunder or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required otherwise cease to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementRegistrable Securities), then Additional Interest shall accrue on the principal amount of Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes annum, commencing on (w) the 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange day such Shelf Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day periodeffective; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.000.25% per annum; and provided further, however, that (1) upon the filing of the Exchange Shelf Registration Statement or Initial Shelf Registration (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial a Shelf Registration Statement (in the case of clause (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Shelf Registration Statement that which had ceased to remain effective (in the case of clause (iii)(Biii) (B) above), or (4) upon the effectiveness expiration of a Shelf Registration which had ceased to remain effective two years (or such shorter period as may hereafter be provided in Rule 144(k) under the case Securities Act (or similar rule)) commencing on the date of (iii)(C) above)original issuance of the Notes, Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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)(iSection 2(e)(i), (a)(iiii) or (a)(iiiiii) of this Section 4 above will be payable in cash, cash on the relevant payment dates and in for the manner provided in payment of interest pursuant to the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date 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, 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 360Indenture.
Appears in 2 contracts
Sources: Registration Rights Agreement (Texas Utilities Co /Tx/), Registration Rights Agreement (Texas Utilities Co /Tx/)
Additional Interest. (a) Each The Issuer and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Issuer fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Issuer agrees to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 30 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 9030-day period;; or
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after the applicable Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 30 days immediately following the day after such Effectiveness Date, and the rate of such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 9030-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 180th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date Effectiveness Period (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement), then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.25% per annum of for the principal amount of such Notes first 30 days commencing on the (wx) the 31st Business Day 181st day after the Effectiveness such Issue Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (DB) above, such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 9030-day periodperiod (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note that is the subject of a Shelf Notice is then covered by an effective Shelf Registration, no Additional Interest shall accrue or accumulate on such Notes); provided, however, that the rate of Additional Interest will not that shall accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.001.50% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4(a)), (2) upon the effectiveness of the applicable Exchange Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4(a), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4(a)), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrueaccrue or accumulate, as the case may be.
(b) The Issuers Issuer shall notify the Trustee (who shall be acting under and protected by the terms of the Indenture) within 3 Business Days 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will shall be payable in cash, cash semiannually on each March 30 and September 30 (to the holders of record on the dates March 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on September 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable rate of 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 rate of 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.
Appears in 2 contracts
Sources: Registration Agreement (Flag Telecom Holdings LTD), Registration Agreement (Flag Telecom Holdings LTD)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, jointly and severally, as liquidated damages, additional cash interest on the Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 90th day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that date on which the Exchange Offer is consummated, Registration Statement was declared effective or (CB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 91st day after the Effectiveness Datesuch effective date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or - (iii) at any one time; provided further, however, that time and at no time shall the maximum aggregate amount of Additional Interest rate on the Notes may not accruing exceed at any one time in the aggregate 1.001.0% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Issuers shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Issuers shall notify the Trustee within 3 one Business Days 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"”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each April 15 and October 15 (to the holders of record on the dates April 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on October 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Omega Healthcare Investors Inc), Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges the Guarantors acknowledge and agrees agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails the Guarantors fail to fulfill its 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, the Issuers and the Subsidiary Guarantors agree to pay additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):if:
(i) if (A) neither the Exchange Registration Statement nor the Initial a Shelf Registration has been filed with is declared effective by the SEC on or prior to the Filing DateEffectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, Additional Interest shall accrue on the Notes over Issuers and above any stated interest at the Guarantors are required to file a rate of 0.25% per annum of the principal amount of Shelf Registration and such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately 90th day following the Effectiveness Date, date such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;Shelf Registration was filed; or
(iiiii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30 30th Business Days Day after the Effectiveness Date, (B) date on which the Exchange Registration Statement ceases to be was declared effective at any time prior to the time that the Exchange Offer is consummated, or (CB) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the Closing Date (other than such time as all Notes have been disposed prospectus that is part of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or Exchange Registration Statement is unusable and filings with the aggregate number of SEC, for a period not to exceed 45 days in any 365three-day month period for which all such notices issued or required and not to be issued, have been, or were required to be, in effect exceeds 120 exceed an aggregate of 90 days in any twelve-month period and without specifying the aggregate or 30 days consecutively, nature of the event giving rise to a suspension in any notice of suspension provided to the case of Holders (each a Shelf “Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementDefault,”), then additional interest (“Additional Interest Interest”) shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on (w) the 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf following the Registration ceases to Default (which rate will be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing increased by an additional 0.25% per annum at the beginning of for each such subsequent 90-day periodperiod that such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) to but excluding the day on which the Registration Default 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 (a) the Additional Interest will on the Notes may not accrue under more than one of the foregoing clauses (i), ) and (ii) or (iii) at any one time; provided further, however, that the maximum time and in no event will Additional Interest rate on accrue after the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above)Effectiveness Period, (2b) upon if a Holder is not able to or does not provide the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (representations and information required in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of connection with a Shelf Registration which had ceased in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to remain effective (in the case of (iii)(C) above), receive any Additional Interest on with respect to its Notes; and (c) the Notes as a result of such clause (or Issuers and the relevant subclause thereof) or upon the effectiveness of such Guarantors will have no other liabilities with respect to any Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrueDefault.
(b) The Issuers shall notify the Trustee within 3 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), (a)(ii) or (a)(iiia)
(ii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. .
(c) The amount of Representatives acknowledge and agree that the Issuers will not be required to pay Additional Interest will be determined by multiplying once the applicable Additional Interest rate by the principal amount of the Notes, 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 360Notes become freely tradeable under Rule 144.
Appears in 2 contracts
Sources: Registration Rights Agreement (CyrusOne Inc.), Registration Rights Agreement (CyrusOne Inc.)
Additional Interest. (a) Each Issuer The Company and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes Entitled Securities will suffer damages if the Issuers Company or any Subsidiary Guarantor fails to fulfill its 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, the Issuers Company and the Subsidiary Guarantors agree to pay additional cash interest on the Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with Statement is declared effective by the SEC Commission on or prior to the Filing Effectiveness Target Date or the Shelf Effectiveness Target Date, as applicable, Additional Interest shall accrue on the Notes Entitled Securities outstanding over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Effectiveness Target Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration Offer is declared effective not consummated on or prior to the Effectiveness Exchange Consummation Target Date, Additional Interest shall accrue on the Notes Entitled Securities outstanding over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Exchange Consummation Target Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to Registration Statement is declared effective by the 30 Business Days after the Effectiveness Date, (B) the Commission and such Exchange Offer Registration Statement ceases to be effective or usable at any time prior to the time that the Exchange Offer is consummated, or (CB) if applicable, a Shelf Registration Statement has been declared effective by the Commission and such Shelf Registration Statement ceases to be effective or usable at any time prior to the second first anniversary of the Closing Date its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement), then Additional Interest shall accrue on the NotesEntitled Securities outstanding, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes Entitled Securities outstanding commencing on (w) the 31st Business Day after the Effectiveness Date, in the case of (A) above, or (xy) the date the Exchange Offer Registration Statement ceases to be effective without being declared effective again within 30 dayseffective, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CA) above, or (z) the day the Exchange such Shelf Registration Statement or Shelf Registration ceases to be usable effective, in the case of clause (DB) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or and (iii) at any one time; provided and provided, further, however, that the maximum Additional Interest rate on the Notes Entitled Securities outstanding may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that (1) upon the filing effectiveness of the Exchange Offer Registration Statement or Initial Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness consummation of the Exchange Registration Statement or Initial Shelf Registration Offer (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a 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 (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date 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, 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.clause
Appears in 2 contracts
Sources: Registration Rights Agreement (Lantheus Medical Imaging, Inc.), Registration Rights Agreement (Lantheus MI Intermediate, Inc.)
Additional Interest. (a) Each Issuer and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree to pay additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
If (i) if neither the Exchange any Registration Statement nor the Initial Shelf Registration has been required by this Agreement is not filed with the SEC Commission on or prior to the applicable Filing DateDeadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Registered Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) 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 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 2 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a "Registration Default"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional interest (the "Additional Interest"). Additional Interest shall accrue on accrue, with respect to the Notes over and above any stated interest first 90-day period (or portion thereof) immediately following the occurrence of the first Registration Default, at a rate of 0.25% per annum of the aggregate principal amount of the Transfer Restricted Notes on the date of such Notes for the first 90 days immediately following the Filing Registration Default, payable in cash semiannually in arrears on each Interest Payment Date, commencing on the date of such Registration Default. The rate of the Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
period (iior portion thereof) if neither the Exchange until all Registration Statement nor the Initial Shelf Defaults have been cured, up to a maximum rate of Additional Interest for all Registration is declared effective on or prior Defaults of 1.00% per annum. Notwithstanding anything to the Effectiveness Datecontrary set forth herein, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(iii1) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms upon filing of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated(and/or, (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial (and/or, if applicable, the Shelf Registration (Statement), in the case of (ii) above), or (3) upon Consummation of the exchange of Registered Exchange Notes for all Notes tendered (Offer, in the case of (iii)(Aiii) above), or (4) upon the effectiveness filing of a post-effective amendment to the Exchange Registration Statement or an additional Registration Statement that had ceased to remain effective causes the Exchange Offer Registration Statement (in and/or, if applicable, the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased Statement) to remain again be declared effective (or made usable in the case of (iii)(Civ) above), the Additional Interest on payable with respect to the Notes Transfer Restricted Securities as a result of such clause (or the relevant subclause thereofi), (ii), (iii) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) aboveiv), as the case may beapplicable, shall cease cease. All accrued Additional Interest shall be paid to accrue.
(b) The Issuers shall notify the Trustee within 3 Business Days after 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 and every date on which an event occurs in respect of the Notes. Notwithstanding the fact that any securities for which Additional Interest is required due cease to be paid (an "Event Date"). Any amounts Transfer Restricted Securities, all obligations of the Company to pay Additional Interest due pursuant with respect to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date 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, 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 360full.
Appears in 2 contracts
Sources: Registration Rights Agreement (Primedia Inc), Registration Rights Agreement (About, Inc.)
Additional Interest. (a) Each Issuer and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree to pay additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if neither issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement nor or the Initial Shelf Registration has been filed with Statement is not declared effective by the SEC on or prior to the Filing date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest shall accrue on Interest”), with respect to the Notes over and above any stated interest at first 90-day period (or portion thereof) while a rate Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Dateannum, such Additional Interest interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
period (iior portion thereof) if neither the Exchange while a Registration Statement nor the Initial Shelf Default is continuing until all Registration is declared effective on or prior Defaults have been cured, up to the Effectiveness Date, a maximum rate of Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
annum. Upon (iii) if (A1) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms filing of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 31st Business Day after the Effectiveness Date, in as the case of may be, required hereunder (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (Bi) aboveof the preceding sentence), or (y2) the day such Shelf Registration ceases to be effective in the case effectiveness of (C) above, or (z) the day the Exchange Offer Registration Statement or the Shelf Registration ceases to be usable in Statement, as the case of clause (D) abovemay be, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration required hereunder (in the case of clause (iii) aboveof the preceding sentence), (23) upon the issuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities, if issued) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence), or (4) the effectiveness of the Exchange Offer Registration Statement or Initial the Shelf Registration (in Statement, as the case of (ii) above)may be, or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that required hereunder which had ceased to remain be effective (in the case of clause (iii)(Biv) above), or upon of the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(C) abovepreceding sentence), Additional Interest on the Notes as a result of the Registration Default described in such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
accrue (bbut any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuers Issuer shall notify the Trustee within 3 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"”). Any amounts Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securities, if issued) on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then 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, commencing with date as set forth in the first such semi-annual date occurring after any such Indenture. Each obligation to pay Additional Interest commences shall be deemed to accrue. The amount of Additional Interest will be determined by multiplying accrue from and including the day following the applicable Additional Interest rate by the principal amount of the Notes, 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 360Event Date.
Appears in 2 contracts
Sources: Registration Rights Agreement (Twenty-First Century Fox, Inc.), Registration Rights Agreement (Twenty-First Century Fox, Inc.)
Additional Interest. (a) Each Issuer The Company and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Company fails to fulfill its material obligations under Section 2 3 or Section 3 4 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Subsidiary Guarantors agree to pay pay, jointly and severally, as liquidated damages, additional cash interest on the Notes Transfer Restricted Securities ("“Additional Interest"”) under if, as of the circumstances and to the extent set forth below (each of which shall be given independent effect):
applicable time limits provided for in this Agreement, (i) if neither the Exchange Registration Statement nor the Initial Offer has not been Consummated or (ii) any Shelf Registration Statement, if required hereby, has not been filed with declared effective (or has not automatically become effective) by the SEC on or prior Commission (each such event referred to the Filing Datein clauses (i) and (ii), a “Registration Default”). The Additional Interest shall accrue after such Registration Default on the Notes over and above any stated interest principal amount of the Transfer Restricted Securities at a rate of 0.25% per annum of during the principal amount of such Notes for the first 90 days 90-day period immediately following the Filing Date, such Additional Interest rate increasing 400th day after the Closing Date and shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period;
(ii) if neither , in each case for the Exchange period of the Registration Statement nor Default, but in no event shall such increase exceed 1.00% per annum. Following the Initial Shelf cure of all Registration is declared effective on or prior Defaults relating to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes particular Transfer Restricted Securities (for the first 90 days immediately following the Effectiveness Dateavoidance of doubt, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(iii) a Registration Default may be cured if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, Consummated or a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a required Shelf Registration Statement is declared effective (or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issuedhas automatically become effective), have beenas applicable, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 31st Business Day after the Effectiveness Daterequired deadline under this Agreement), in the case of (A) above, or (x) interest rate borne by the date relevant Transfer Restricted Securities will be reduced to the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day original interest rate borne by such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day periodTransfer Restricted Securities; provided, however, that that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest will payable shall not accrue under increase because more than one of the foregoing clauses (i), Registration Default has occurred and is pending and (ii) or (iii) at any one time; provided further, however, that the maximum a Holder of Transfer Restricted Securities shall not be entitled to Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that (1) upon the filing of the Exchange with respect to a Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a 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 (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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 Default pursuant to clause (a)(iii) of the preceding paragraph, unless it is entitled to the benefits of such Shelf Registration Statement pursuant to Section 4(a) and has complied with its obligations pursuant to Section 4(b), (a)(ii) or (a)(iii) within the time limits provided for therein. All obligations of this Section 4 will be payable in cash, on the dates Company and the Guarantors set forth in the manner provided 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 security shall have been satisfied in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date 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, 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 360full.
Appears in 2 contracts
Sources: Purchase Agreement (Sanchez Energy Corp), Registration Rights Agreement (Sanchez Energy Corp)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, as liquidated damages, additional cash interest on the Registrable Notes ("Additional InterestADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if neither (x) the Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement nor is declared effective, within, in each case, 395 days of the Initial closing date of the Acquisition, then Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum on the principal amount of such Registrable Notes for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; PROVIDED that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Registrable Notes; or
(ii) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, if the Issuers are required to file a Shelf Registration has been filed with the SEC Statement and such Shelf Registration Statement is not declared effective on or prior to the Filing Date395th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a) hereof, then Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum of the principal amount of such Registrable Notes for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; PROVIDED that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Registrable Notes; or
(iii) if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than the number of days permitted by the second paragraph of Section 3(a) hereof, then commencing on the first day following the date on which such Shelf Registration Statement ceases to be effective that exceeds the number of days permitted by the second paragraph of Section 3(a) hereof, Additional Interest shall accrue on the Registrable Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately from and including such day, as applicable, following the Filing Date, date on which such Additional Interest rate Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date, period thereafter; PROVIDED that Additional Interest shall accrue on in the Notes over and above any stated interest at a rate of 0.25aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness DateRegistrable Notes; PROVIDED, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
HOWEVER, that upon (iii) if (A1) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms completion of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of paragraph (i) above), (2) upon the effectiveness of the Exchange Shelf Registration Statement or Initial Shelf Registration (in the case of paragraph (ii) above), or ) and (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of paragraph (iii)(Ciii) above), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Company shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event DateEVENT DATE")) and within one Business Day after such Additional Interest ceases to accrue. Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each June 15 and December 15 (to the holders of record on the dates June 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on December 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Intelsat LTD), Registration Rights Agreement (Intelsat LTD)
Additional Interest. (a) Each Issuer The Company and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Company fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Company agrees to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the Commission on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after 180th day following the Effectiveness Date, Issue Date or (B) the Exchange Offer Registration Statement or the Shelf Registration is declared effective but thereafter ceases to be effective at any time prior to during the time that the Effectiveness Period (except as permitted by Section 10(a) hereof) for a period of 15 consecutive days without being succeeded immediately by an additional Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Shelf Registration Statement is unusable and Statement, as the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to case may be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statementfiled and declared effective, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 181st day after the Effectiveness Issue Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the 16th day after such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.001.0% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the applicable Exchange Offer Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Company shall notify the Trustee within 3 one Business Days 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on the interest payment dates and in the manner provided specified in the Indenture and whether or not any cash interest would then be payable on such date(to the holders of record as specified in the Indenture), commencing with the first such semi-annual interest payment date 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 Registrable Notes, 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.
Appears in 2 contracts
Sources: Registration Rights Agreement (International Knife & Saw Inc), Registration Rights Agreement (Icn Pharmaceuticals Inc)
Additional Interest. (a) Each Issuer and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree to pay additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Notes, if neither issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement nor or the Initial Shelf Registration has been filed with Statement is not declared effective by the SEC on or prior to the Filing date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Notes in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Notes, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest shall accrue on Interest”), with respect to the Notes over and above any stated interest at first 90-day period (or portion thereof) while a rate Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Dateannum, such Additional Interest interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
period (iior portion thereof) if neither the Exchange while a Registration Statement nor the Initial Shelf Default is continuing until all Registration is declared effective on or prior Defaults have been cured, up to the Effectiveness Date, a maximum rate of Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
annum. Upon (iii) if (A1) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms filing of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 31st Business Day after the Effectiveness Date, in as the case of may be, required hereunder (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (Bi) aboveof the preceding sentence), or (y2) the day such Shelf Registration ceases to be effective in the case effectiveness of (C) above, or (z) the day the Exchange Offer Registration Statement or the Shelf Registration ceases to be usable in Statement, as the case of clause (D) abovemay be, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration required hereunder (in the case of clause (iii) aboveof the preceding sentence), (23) upon the issuance of Exchange Notes in exchange for all Securities (other than the Private Exchange Notes, if issued) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence), or (4) the effectiveness of the Exchange Offer Registration Statement or Initial the Shelf Registration (in Statement, as the case of (ii) above)may be, or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that required hereunder which had ceased to remain be effective (in the case of clause (iii)(Biv) above), or upon of the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(C) abovepreceding sentence), Additional Interest on the Notes as a result of the Registration Default described in such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
accrue (bbut any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuers Issuer shall notify the Trustee within 3 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"”). Any amounts Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Notes, if issued) on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then 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, commencing with date as set forth in the first such semi-annual date occurring after any such Indenture. Each obligation to pay Additional Interest commences shall be deemed to accrue. The amount of Additional Interest will be determined by multiplying accrue from and including the day following the applicable Additional Interest rate by the principal amount of the Notes, 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 360Event Date.
Appears in 2 contracts
Sources: Registration Rights Agreement (Twenty-First Century Fox, Inc.), Registration Rights Agreement (Twenty-First Century Fox, Inc.)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 Issuers, jointly and the Subsidiary Guarantors severally, agree to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has not been filed with the SEC on or prior to the Filing Date, then commencing on the day after the Filing Date, Additional Interest shall accrue on the Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is not declared effective on or prior to the Effectiveness Date, then commencing on the day after the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 60th day after the Effectiveness Date, date on which the Exchange Registration Statement is declared effective or (B) the Exchange Registration Statement ceases Initial Shelf Registration, if required to be filed hereunder, is not declared effective at any time on or prior to the time that 150th day after the Exchange Offer is consummated, Issue Date or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, Notes over and above any the stated interest, interest at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 60th day after the Effectiveness Datedate on which the Exchange Registration Statement is declared effective, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.001.5% per annum; and provided further, however, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Initial Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), ) or upon the effectiveness of a 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 (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, semi-annually by wire transfer of immediately available funds or by federal funds check on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of record on the regular record date therefor (specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date occurring after any such Additional Interest commences to accrue, subject to Section 2.17 of the Indenture with respect to defaulted interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, 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.
Appears in 2 contracts
Sources: Purchase Agreement (Packaged Ice Inc), Registration Rights Agreement (Packaged Ice Inc)
Additional Interest. (a) Each The Issuer and each Subsidiary Guarantor acknowledges and agrees the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Issuer fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Issuer agrees to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has not been filed with the SEC on or prior to the Filing Date, then commencing on the day after the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is not declared effective on or prior to the Effectiveness Date, then commencing on the day after the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; and
(iii) if (A) the Issuers Issuer (and any then existing Subsidiary Guarantor) have has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 45th day after the Effectiveness Date, date on which the Exchange Registration Statement is declared effective or (B) the Exchange Registration Statement ceases Initial Shelf Registration, if required to be filed hereunder, is not declared effective at any time on or prior to the time that the Exchange Offer is consummated, Effectiveness Date or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, Notes over and above any stated interest, interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days commencing on the (wx) the 31st Business Day 60th day after the Effectiveness Datedate on which the Exchange Registration Statement is declared effective, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.002.0% per annum; and provided further, however, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Initial Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), ) or upon the effectiveness of a 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 (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Issuer shall notify the Trustee within 3 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cashsemi-annually, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date 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, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such semi-annual 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.
Appears in 2 contracts
Sources: Indenture (Forman Petroleum Corp), Registration Rights Agreement (Forman Petroleum Corp)
Additional Interest. (a) Each Issuer The Company and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Company fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Company agrees to pay pay, as liquidated damages, additional cash interest on the Registrable Notes ("Additional Interest") under the ------------------- circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date, if so required in the case of an Initial Shelf Registration by this Agreement, or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 60th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 61st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing DateDate or such 60th day, as the case may be, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 180 days after the Effectiveness Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that consummation of the Exchange Offer is consummated, or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffective- ness Period, then Additional Interest shall accrue on the Notes, Registrable Notes over and above any the stated interest, interest at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 181st day after the Effectiveness Date, such Issue Date in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Registrable Notes -------- ------- may not exceed at any one time in the aggregate 1.001.0% per annum; and provided further, however, further that (1) upon -------- ------- the filing of the Exchange Registration Statement or Initial each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial each Shelf Registration Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above), ) or upon the effectiveness of the an Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) and (C) above), Additional Interest on the any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Company shall notify the Trustee within 3 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"). Any amounts of Additional ---------- Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date 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 NotesNotes subject thereto, 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 elapsedmonths), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Samsonite Corp/Fl), Registration Rights Agreement (Samsonite Holdings Inc)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, jointly and severally, as liquidated damages, additional cash interest on the Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 225th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 226th day after the Effectiveness Issue Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or - (iii) at any one time; provided further, however, that time and at no time shall the maximum Additional Interest rate on the Notes may not aggregate amount of additional interest accruing exceed at any one time in the aggregate 1.001.0% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Sec- tion 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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"”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each August 1 and February 1 (to the holders of record on the dates July 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on January 15 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Nb Finance Corp), Purchase Agreement (Nb Finance Corp)
Additional Interest. (a) Each Issuer and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes Securities will suffer damages if the Issuers or any Subsidiary Guarantor Issuer fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree to pay pay, as liquidated damages, additional cash interest on the Notes Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):below:
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date, then, commencing on the 91st day after the Issue Date, Additional Interest shall accrue on the Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 151st day after the Issue Date, Additional Interest shall accrue on the Notes Securities included or which should have been included in such Registration Statement over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 195th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, consummated or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of Effectiveness Period (unless all the Closing Date (other than such time as all Notes Securities have been disposed of sold thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement), then Additional Interest shall accrue on the Notes, (over and above any stated interest, interest otherwise payable on such Securities) at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on (wx) the 31st Business Day 196th day after the Effectiveness DateIssue Date with respect to the Securities validly tendered and not exchanged by the Issuers, in the case of (A) above, or (xy) the date day the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (yz) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes any affected Security may not exceed at any one time in the aggregate 1.00% per annum; and provided provided, further, however, that (1) upon the filing of the Exchange Registration Statement or Initial a Shelf Registration (in the case of clause (i) aboveof this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or Initial the Shelf Registration (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of Exchange Notes Securities for all Notes Securities tendered and not validly withdrawn (in the case of clause (iii)(A) aboveof this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) aboveof this Section 4(a)), or upon the effectiveness of a the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) aboveof this Section 4(a)), Additional Interest on the Notes affected Securities as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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"). Any amounts of Additional Interest due pursuant to clause clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Securities in cash, cash semi-annually on each February 1 and August 1 (to the holders of record on the dates January 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on July 15 immediately preceding such datedates), commencing with the first such semi-annual date 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 Notesaffected Registrable Securities of such Holders, 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.
Appears in 2 contracts
Sources: Registration Rights Agreement (Tokheim Corp), Registration Rights Agreement (Tokheim Corp)
Additional Interest. (a) Each Issuer The Company and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes Securities will suffer damages if the Issuers or any Subsidiary Guarantor Company fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Company agrees to pay pay, as liquidated damages, additional cash interest on the Notes Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effecteffect and shall not be duplicative):
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date, Additional Interest shall accrue on the Notes Registrable Securities over and above any the stated interest at a rate of 0.25.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25.25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes Registrable Securities included or which should have been included in such Registration Statement over and above any the stated interest at a rate of 0.25.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25.25% per annum at the beginning of each subsequent 90-day period;; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Date, Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, consummated or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, Registrable Securities (over and above any stated interest, interest otherwise payable on the Registrable Securities) at a rate of 0.25.25% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 181st day after the Effectiveness Issue Date, in the case of (A) above, or (xy) the date day the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (yz) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.001.0% per annum; and provided provided, further, however, that (1) upon the filing of the Exchange Registration -------- ------- Statement or Initial a Shelf Registration as required hereunder (in the case of clause (i) aboveof this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or Initial the Shelf Registration as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of Exchange Notes Securities for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) aboveof this Section 4), or upon the effectiveness of a the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) aboveof this Section 4), Additional Interest on the Notes Registrable Securities as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Issuers Company shall notify the Trustee within 3 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"). Any amounts of The Company shall pay the Additional Interest due pursuant to clause (a)(i)on the Registrable Securities by depositing with the Trustee, (a)(ii) or (a)(iii) in trust, for the benefit of this Section 4 will be payable in cashthe Holders thereof, on or before the dates and applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the manner provided in the Indenture and whether or not any cash interest would Additional Interest then due to Holders of Registrable Securities. The Additional Interest due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date, commencing with date as set forth in the first such semi-annual date occurring after any such Additional Interest commences to accrueIndenture. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notesaffected Registrable Securities of such Holders, 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. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 2 contracts
Sources: Registration Rights Agreement (Navistar International Corp /De/New), Registration Rights Agreement (Navistar International Corp /De/New)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges the Guarantors acknowledge and agrees agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails the Guarantors fail to fulfill its 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, the Issuers and the Subsidiary Guarantors agree to pay additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):if:
(i) if (A) neither the Exchange Registration Statement nor the Initial a Shelf Registration has been filed with is declared effective by the SEC on or prior to the Filing DateEffectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, Additional Interest shall accrue on the Notes over Issuers and above any stated interest at the Guarantors are required to file a rate of 0.25% per annum of the principal amount of Shelf Registration and such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately 90th day following the Effectiveness Date, date such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;Shelf Registration was filed; or
(iiiii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30 30th Business Days Day after the Effectiveness Date, (B) date on which the Exchange Registration Statement ceases to be was declared effective at any time prior to the time that the Exchange Offer is consummated, or (CB) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the Closing Date (other than such time as all Notes have been disposed prospectus that is part of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or Exchange Registration Statement is unusable and filings with the aggregate number of SEC, for a period not to exceed 45 days in any 365three-day month period for which all such notices issued or required and not to be issued, have been, or were required to be, in effect exceeds 120 exceed an aggregate of 90 days in any twelve-month period and without specifying the aggregate or 30 days consecutively, nature of the event giving rise to a suspension in any notice of suspension provided to the case of Holders (each a Shelf “Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementDefault,”), then additional interest (“Additional Interest Interest”) shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on (w) the 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf following the Registration ceases to Default (which rate will be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing increased by an additional 0.25% per annum at the beginning of for each such subsequent 90-day periodperiod that such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) to but excluding the day on which the Registration Default 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 (a) the Additional Interest will on the Notes may not accrue under more than one of the foregoing clauses (i), ) and (ii) or (iii) at any one time; provided further, however, that the maximum time and in no event will Additional Interest rate on accrue after the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above)Effectiveness Period, (2b) upon if a Holder is not able to or does not provide the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (representations and information required in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of connection with a Shelf Registration which had ceased in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to remain effective (in the case of (iii)(C) above), receive any Additional Interest on with respect to its Notes; and (c) the Notes as a result of such clause (or Issuers and the relevant subclause thereof) or upon the effectiveness of such Guarantors will have no other liabilities with respect to any Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrueDefault.
(b) The Issuers shall notify the Trustee within 3 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), (a)(ii) or (a)(iiia)(ii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. .
(c) The amount of Representatives acknowledge and agree that the Issuers will not be required to pay Additional Interest will be determined by multiplying once the applicable Additional Interest rate by the principal amount of the Notes, 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 360Notes become freely tradeable under Rule 144.
Appears in 2 contracts
Sources: Registration Rights Agreement (CyrusOne Inc.), Registration Rights Agreement (CyrusOne Inc.)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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, each of the Issuers and the Subsidiary Guarantors agree agrees to pay pay, as liquidated damages, additional cash interest on the Registrable Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing DateDate or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing DateDate or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 180th day after the Effectiveness Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that consummation of the Exchange Offer is consummated, or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, Registrable Notes over and above any the stated interest, interest at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 181st day after the Effectiveness Date, Issue Date in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Registrable Notes may not exceed at any one time in the aggregate 1.001.50% per annum; and provided further, however, further that (1) upon the filing of the Exchange Registration Statement or Initial each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial each Shelf Registration Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above), ) or upon the effectiveness of the an Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) and (C) above), Additional Interest on the any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 one Business Days 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date 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 NotesNotes subject thereto, 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 elapsedmonths), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Affinity Group Holding, Inc.), Registration Rights Agreement (Affinity Group Inc)
Additional Interest. (a) Each The Issuer and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Issuer fails to fulfill its material obligations under Section 2 or Section 3 8 hereof (except as a result of the failure of the Holders or any underwriters to fulfill their obligations hereunder) and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers and the Subsidiary Guarantors agree Issuer agrees to pay pay, as liquidated damages, additional cash interest on the Registrable Notes ("Additional InterestADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if neither the Exchange a Demand Registration Statement nor the Initial Shelf Registration has not been filed with the SEC on or prior to its Demand Filing Deadline, then commencing on the day after such Demand Filing DateDeadline, Additional Interest shall accrue be accrued on the Registrable Notes to be covered by such Demand Registration Statement over and above any stated the accrued interest at a rate of 0.25.25% per annum of on the principal amount Accreted Value of such Registrable Notes for the first 90 days immediately following the such Demand Filing DateDeadline, such Additional Interest rate increasing by an additional 0.25.25% per annum on the Accreted Value of such Registrable Notes at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange such Demand Registration Statement nor the Initial Shelf Registration is has not been declared effective on or prior to such Effectiveness Date, then commencing on the day after such Effectiveness Date, Additional Interest shall accrue be accrued on the Registrable Notes included in such Demand Registration Statement over and above any stated the accrued interest at a rate of 0.25.25% per annum of on the principal amount Accreted Value of such Notes for the first 90 days immediately following the day after such Effectiveness Date, such Additional Interest rate increasing by an additional 0.25.25% per annum on the Accreted Value of such Registrable Notes at the beginning of each subsequent 90-day period;
(iii) if (A) the Issuers (a Demand Registration Statement has been declared effective and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Date, (B) the Exchange such Demand Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementTermination Date, then Additional Interest shall accrue be accrued on the Notes, Registrable Notes affected thereby over and above any stated interest, other accrued interest at a rate of 0.25.25% per annum of on the principal amount Accreted Value of such Notes for the first 90 days commencing on (w) the 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange day such Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) aboveeffective, such Additional Interest rate increasing by an additional 0.25.25% per annum on the Accreted Value of such Demand Registrable Notes at the beginning of each such subsequent 90-day period; provided;
(iv) if a preliminary Offering Memorandum has not been prepared in accordance with the provisions of Section 8 on or prior to its Offering Memorandum Deadline, howeverthen commencing on the day after such Offering Memorandum Deadline, that Additional Interest will not accrue under more than one shall be accrued on the Registrable Notes to be covered by the Rule 144A Resale proposed in such Rule 144A Notice over and above the accrued interest at a rate of .25% per annum on the foregoing clauses (i)Accreted Value of such Registrable Notes for the first 90 days immediately following such Offering Memorandum Deadline, (ii) or (iii) such Additional Interest rate increasing by an additional .25% per annum on the Accreted Value of such Registrable Notes at any one timethe beginning of each subsequent 90-day period; provided furtherPROVIDED, howeverHOWEVER, that the maximum Additional Interest rate on the Notes any Note may not exceed at any one time in the aggregate 1.001.0% per annumannum on the Accreted Value of such Registrable Notes; PROVIDED, FURTHER that Additional Interest shall not accrue if the failure of the Issuer to comply with its obligations hereunder is a result of the failure of the Holders or any underwriters to fulfill their obligations hereunder; and provided furtherPROVIDED, howeverFURTHER, that (1) upon the filing of the Exchange a Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange a Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the exchange effectiveness of Exchange Notes for all Notes tendered a substitute Registration Statement (in the case of (iii)(Aiii) above), or (4) upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness preparation of a Shelf Registration which had ceased preliminary Offering Memorandum in accordance with the provisions of Section 8 (except with respect to remain effective the requirement that such Offering Memorandum be prepared on or before the Offering Memorandum Deadline) (in the case of (iii)(Civ) above), Additional Interest on the such Registrable Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Issuer shall notify the Trustee within 3 one Business Days 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")paid. Any amounts of Additional Interest due pursuant to clause Section 3(a) will accrue semi-annually on each July 1, and January 1 (a)(ieach an "ADDITIONAL INTEREST PAYMENT DATE"), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date 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, 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 andmonths. On any Additional Interest Payment Date, to the extent any Additional Interest shall have accrued during the period from the previous Additional Interest Payment Date (the "INTEREST PERIOD") due to the occurrence during such Interest Period of an event described in Section 3(a), the Issuer shall issue a note or notes to the holders on the Additional Interest Payment Date substantially in the case form of a partial month, Exhibit A to the actual number Indenture. The Accreted Value of days elapsed), such notes shall be equal to the Additional Interest accrued during such Interest Period and shall otherwise have the denominator of which is 360same terms as the Notes.
Appears in 2 contracts
Sources: Registration Rights Agreement (Huntsman International Holdings LLC), Registration Rights Agreement (Huntsman International Holdings LLC)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, jointly and severally, as liquidated damages, additional cash interest on the Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 90th day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that date on which the Exchange Offer is consummated, Registration Statement was declared effective or (CB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 91st day after the Effectiveness Datesuch effective date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or - (iii) at any one time; provided further, however, that time and at no time shall the maximum aggregate amount of Additional Interest rate on the Notes may not accruing exceed at any one time in the aggregate 1.001.0% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Issuers shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Issuers shall notify the Trustee within 3 one Business Days 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"”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each April 1 and October 1 (to the holders of record on the dates March 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on September 15 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Omega Healthcare Investors Inc), Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. (a) Each Issuer and each Subsidiary Guarantor The Company acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Company fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Company agrees to pay additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Subsequent Shelf Registration and such Subsequent Shelf Registration is not declared effective on or prior to the later of (x) the 90th day following the date such Subsequent Shelf Registration was filed and (y) the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 45th day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Closing Issue Date (other than during a Blackout Period or after such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue Company issues a written notice pursuant to Section 5(e)(v6(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 60 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statementaggregate, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 31st Business Day 46th day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Shelf Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Statement, Initial Shelf Registration or Subsequent Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a 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 (or the relevant subclause thereof) ), or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Company shall notify the Trustee within 3 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), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date 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, 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.
(c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes the sole damages that will be suffered by, and an adequate remedy for, Holders of Registrable Notes by reason of the occurrence of any of the events described in Section 4(a) above.
Appears in 1 contract
Sources: Registration Rights Agreement (Viskase Companies Inc)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 Issuers jointly and the Subsidiary Guarantors severally agree to pay pay, as liquidated damages, additional cash interest on the Registrable Notes ("Additional InterestADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing DateDate or (B) notwithstanding that the Issuers have filed the Exchange Offer Registration Statement and have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing DateDate or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have filed the Exchange Offer Registration Statement and have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 180th day after the Effectiveness Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that consummation of the Exchange Offer is consummated, or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, Registrable Notes over and above any the stated interest, interest at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 181st day after the Effectiveness Date, Issue Date in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that ;
(1) upon the filing of the Exchange Registration Statement or Initial each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial each Shelf Registration Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above), ) or upon the effectiveness of the an Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) and (C) above), Additional Interest on the any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 three Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event DateEVENT DATE"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date 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 NotesNotes subject thereto, 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 elapsedmonths), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Aavid Thermal Technologies Inc)
Additional Interest. (a) Each Issuer The Company, the Guarantors and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails Company and the Guarantors fail to fulfill its material 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 Company and the Subsidiary Guarantors agree to pay that in the event of any such failure, as liquidated damages, additional cash interest will accrue on the Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with is declared effective by the SEC on or prior to the Filing Effectiveness Date applicable thereto or (B) notwithstanding that the Company and the Guarantors have consummated or will consummate the Exchange Offer, 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 Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(iii) if (A) the Issuers (Company and any Subsidiary Guarantor) the Guarantors have not exchanged Exchange Notes Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 300th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on (wx) the 31st Business Day day after the Effectiveness Datesuch required exchange, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), ) - (ii) or (iii) at any one time; provided further, however, that time and at no time shall the maximum aggregate amount of Additional Interest rate on the Notes may not accruing exceed at any one time in the aggregate 1.001.0% per annum; and provided provided, further, however, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective as required hereunder (in the case of clause (iii)(Bi) aboveof this Section 4(a), ) or (2) upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (ii)(A) of this Section 4(a)) or upon the effectiveness of a the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(Cii)(B) aboveof this Section 4(a)), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Company shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B) or 4(a)(ii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Issuers Company shall notify the Trustee within 3 one Business Days 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")paid. Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iiia)(ii) of this Section 4 will be payable in cash, cash semiannually on each May 15 and November 15 (to the Holders of record on the dates May 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on November 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 NotesRegistrable Securities, 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Molina Healthcare Inc)
Additional Interest. (a) Each Issuer The Company and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Company fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Company agrees to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional InterestADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto (i.e., 60 days after the Issue Date) or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto (i.e., 120 days after the Issue Date) or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such -12- Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 45th day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that date on which the Exchange Offer is consummated, Registration Statement relating thereto was declared effective or (CB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 46th day after the Effectiveness Datesuch effective date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; providedPROVIDED, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, howeverHOWEVER, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.001.0% per annum; and provided furtherPROVIDED, howeverFURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Company shall notify the Trustee within 3 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on each January 1 and July 1 (to the holders of record on the dates December 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on June 15 immediately preceding such datedates), commencing with the first such semi-annual date 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, 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.to
Appears in 1 contract
Sources: Registration Rights Agreement (Big Flower Press Holdings Inc /Pred/)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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, each of the Issuers and the Subsidiary Guarantors agree agrees to pay pay, as liquidated damages, additional cash interest on the Registrable Notes ("Additional Interest") under the circumstances and to the END extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing DateDate or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above any the stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing DateDate or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above any the stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 270th day after the Effectiveness Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that consummation of the Exchange Offer is consummated, or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration Registra- tion ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, Registrable Notes over and above any the stated interest, interest at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 271st day after the Effectiveness Date, Issue Date in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Registrable Notes may not exceed at any one time in the aggregate 1.001.0% per annum; and provided further, however, further that (1) upon the filing of the Exchange Registration Statement or Initial each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial each Shelf Registration Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above), ) or upon the effectiveness of the an Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) and (C) above), Additional Interest on the any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 one Business Days 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date 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 NotesNotes subject thereto, 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 elapsedmonths), and the denominator of which is 360.. END
Appears in 1 contract
Additional Interest. (a) Each The Issuer and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Issuer fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Issuer agrees to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if neither (A) the Exchange Offer Registration Statement nor the Initial Shelf Registration has not been filed with the SEC on or prior to the Exchange Filing DateDeadline or (B) the Issuer is required to file the Initial Shelf Registration Statement and such Initial Shelf Registration Statement has not been filed on or before the Shelf Filing Deadline, then commencing on the day after (x) the Exchange Filing Deadline in the case of clause (A), and (y) the Shelf Filing Deadline in the case of clause (B), Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Exchange Filing DateDeadline or the Shelf Filing Deadline, as the case may be, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if neither (A) the Exchange Offer Registration Statement nor the Initial Shelf Registration is has not been declared effective by the SEC on or prior to the Exchange Effectiveness DateDeadline or (B) the Issuer is required to file the Initial Shelf Registration Statement and such Initial Shelf Registration Statement has not been declared effective by the SEC on or prior to the Shelf Effectiveness Deadline, then commencing on the day after (x) the Exchange Effectiveness Deadline in the case of clause (A), and (y) the Shelf Effectiveness Deadline in the case of clause (B), Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day /END after the Exchange Effectiveness DateDeadline or the Shelf Effectiveness Deadline, as the case may be, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 395th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 395th day after the Effectiveness Issue Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or - (iii) at any one time; provided further, however, that time and at no time shall the maximum Additional Interest rate on the Notes may not aggregate amount of additional interest accruing exceed at any one time in the aggregate 1.000.50% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the Initial Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Initial Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4(a)), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Subsequent Shelf Registration which had ceased to remain effective Statement, as the case may be, (in the case of (iii)(Ciii)(B) aboveof this Section 4(a)), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, ) shall cease to accrue. Upon the occurrence of the events described in Section 4(a)(i), 4(a)(ii) or 4(a)(iii), so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Company shall provide a notice in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburg Wort) describing such event giving rise to the obligation to pay liquidated damages. Notwithstanding any other provision of this Section 4, the Issuer shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by this Agreement.
(b) The Issuers Issuer shall notify the Trustee within 3 two 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), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each January 15 and July 15 (to the Holders of record on the dates January 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on July 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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 360-360 day year /END comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Company and each Subsidiary Guarantor acknowledges and agrees ▇▇▇▇▇ agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Company fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Company agrees to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional InterestADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days day three years and 185 days after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date Effectiveness Period (other than after such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement), then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) day three years and 186 days, as the 31st Business Day case may be, after the Effectiveness Datesuch effective date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; providedPROVIDED, howeverHOWEVER, that the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or (iiii)-(iii) at any one time; provided further, however, that time and at no time shall the maximum aggregate amount of Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided furtherPROVIDED, howeverFURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Company shall notify the Trustee within 3 Business Days 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 DateEVENT DATE"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, the manner set forth in the Notes semiannually on each June 1 and December 1 (to the holders of record on the dates May 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on November 15 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Marathon Power Technologies Co)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(iA) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iiA) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;
(iii) ; or if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 185th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Securities at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) 186th day, as the 31st Business Day case may be, after the Effectiveness Datesuch effective date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or (iiii)-(iii) at any one time; provided further, however, that time and at no time shall the maximum aggregate amount of Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes Securities tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) . The Issuers shall notify the Trustee within 3 Business Days 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cashcash semiannually on each June 1 and December 1, (to the holders of record on the dates May 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on November 15 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Marathon Power Technologies Co)
Additional Interest. (a) Each The Issuer and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Issuer fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Issuer agrees to pay pay, as liquidated damages, additional cash interest on the Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):below:
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been filed with the SEC on or prior to the applicable Filing Date, (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement has not been filed with the SEC on or prior to the Filing Date applicable thereto or (C) the Issuer is required to pay Additional Interest (as defined in the Other Registration Rights Agreement) pursuant to Section 4(a)(i)(A) or (B) of the Other Registration Rights Agreement, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Registrable Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is Statement has been declared effective by the SEC on or prior to the applicable Effectiveness Date, (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement has not been declared effective by the SEC on or prior to the applicable Effectiveness Date with respect to such Shelf Registration Statement or (C) the Issuer is required to pay Additional Interest (as defined in the Other Registration Rights Agreement) pursuant to Section 4(a)(ii)(A) or (B) of the Other Registration Rights Agreement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Registrable Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness DateMay 29, 2004, (B) the Exchange if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to during the time that the Exchange Offer is consummated, Effectiveness Period or (C) if applicable, a Shelf the Issuer is required to pay Additional Interest (as defined in the Other Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunderRights Agreement) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v4(a)(iii)(A) or (viB) that a Shelf of the Other Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issuedRights Agreement, have beenthen, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Registrable Notes at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on (wx) the 31st Business Day after the Effectiveness DateMay 29, 2004, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of (CB) above, above or (z) the day date the Exchange Additional Interest (as defined in the Other Registration Statement or Shelf Rights Agreement) begins to accrue under the terms of the Other Registration ceases to be usable Rights Agreement in the case of clause (D) aboveC), and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will on the Notes may not under any circumstance accrue under more than one of the foregoing clauses (i), (ii) or and (iii) of this Section 4 and the rate at any one time; provided further, however, that the maximum which Additional Interest rate accrues on the Notes as a result of the provisions of clauses (i), (ii) and (iii) of this Section 4 may not exceed at any one time in the aggregate 1.001.0% per annum; and provided further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) above(A) or (B) of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) above(A) or (B) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange a Subsequent Shelf Registration Statement that in the case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(C) abovethis Section 4), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Additional Interest on the Notes as a result of clauses (i)(C), (ii)(C) or (iii)(C) of this Section 4 shall cease to accrue if Additional Interest (as defined in the Other Registration Rights Agreement) ceases to accrue under the Other Registration Rights Agreement.
(b) The Issuers Issuer shall notify the Trustee within 3 Business Days 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"”), which notice shall also be at least three business days prior to the date of any payment to be made in accordance with the following sentence. Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cashcash simultaneously with, and to the same persons entitled to receive, stated interest on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such dateRegistrable Notes, commencing with the first such semi-annual date payment of interest occurring after any such Additional Interest commences to accrue. The amount of Additional Interest payable with respect to Registrable Notes 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 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.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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, each of the Issuers and the Subsidiary Guarantors agree agrees to pay pay, as liquidated damages, additional cash interest on the Registrable Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing DateDate or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 120th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 121st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above any the stated interest at a rate of 0.251.0% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing DateDate or such 120th day, as the case may be, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above any the stated interest at a rate of 0.251.0% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes for all Notes validly tendered and not withdrawn in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 255th day after the Effectiveness Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that consummation of the Exchange Offer is consummated, or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date Effectiveness Period (other than such time as all Notes have been disposed a result of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement imposition of a material corporate transaction, any Suspension Period in accordance with the Issuers issue a written notice pursuant to penultimate paragraph of Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number 5 of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statementthis Agreement), then Additional Interest shall accrue on the Notes, Registrable Notes over and above any the stated interest, interest at a rate of 0.251.0% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 256th day after the Effectiveness Date, Issue Date in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Registrable Notes may not exceed at any one time in the aggregate 1.002.0% per annum; and provided further, however, further that (1) upon the filing of the Exchange Registration Statement or Initial each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial each Shelf Registration Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(Aiii) (A) above), ) or upon the effectiveness of the an Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) and (C) above), Additional Interest on the any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 one Business Days 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"”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date 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 NotesNotes subject thereto, 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 elapsedmonths), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Jacobs Entertainment Inc)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Accreted Value of all of the Registrable Notes over in the case of clause (A) above, and above any stated interest on the Accreted Value of those Registrable Notes to which the Shelf Registration relates, in the case of clause (B) above, and in each case, at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if neither (A) the Exchange Offer Registration Statement nor is not declared effective by the SEC on or prior to the relevant Effectiveness Date, (B) the Initial Shelf Registration is not declared effective by the SEC on or prior to the relevant Effectiveness Date, or (C) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable thereto, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate Accreted Value of 0.25% per annum all of the principal amount of such Registrable Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (BA) above, or (y) and on the day such Accreted Value of those Registrable Notes to which the Shelf Registration ceases to be effective relates, in the case of clauses (B) and (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a 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 (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such dateeach case, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest at a rate by the principal amount of the Notes, 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.of
Appears in 1 contract
Sources: Registration Rights Agreement (Graham Packaging Holdings Co)
Additional Interest. (a) Each The Issuer and each Subsidiary Guarantor acknowledges the Company and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails Issuer and the Company fail to fulfill its material 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 Issuers and the Subsidiary Guarantors agree Issuer agrees to pay as liquidated damages, additional cash interest on the Notes (the "Additional Interest") under the circumstances and to the extent set forth below as follows (each of which shall be given independent effectwithout duplication):
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration Statement has been filed with the SEC on or prior to the Filing DateDate or (B) notwithstanding that the Issuer and the Company have consummated or will consummate an Exchange Offer, the Issuer and the Company are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the Filing Date applicable thereto, then commencing on the day after either such required filing date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the Filing Datebeginning of each subsequent 90 day period; or
(ii) if (A) neither the Exchange Registration Statement nor the Shelf Registration Statement has been declared effective on or prior to 180 days after the Issue Date or (B) notwithstanding that the Issuer and the Company have consummated or will consummate an Exchange Offer, the Issuer and the Company 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, then, commencing on the first day after the 180th day following the Issue Date or the day after the 90th day such Shelf Registration Statement was filed, as the case may be, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or;
(iii) if (A) the Issuers (Issuer and any Subsidiary Guarantor) the Company have not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 210th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of the Closing Date its effective date (other than after such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement), then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on (wx) the 31st Business Day 211th day after the Effectiveness Issue Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (DB) above, such Additional Interest rate by increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.001.0% per annum; and provided provided, further, however, that (1) upon the filing of the Exchange Registration Statement or Initial a Shelf Registration Statement (in the case of (i) aboveSection 4(a)(i)), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration Statement (in the case of (ii) aboveSection 4(a)(ii)), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) aboveSection 4(a)(iii)(A)), or upon the effectiveness of the Exchange Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(C) aboveSection 4(a)(iii)(B)), Additional Interest Liquidated Damages on the Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above)Section, as the case may be, shall cease to accrueaccrue and the interest rate borne by the registrable notes will be reduced to the original interest rate.
(b) The Issuers Issuer and the Company shall notify the Trustee within 3 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each February 15 and August 15 (to the dates holders of record on February 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such dateAugust 1), commencing with the first such semi-annual date 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 Registrable Notes, 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Universal Compression Holdings Inc)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, as liquidated damages, additional cash interest on the Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been filed with the SEC on or prior before the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement has not been filed with the SEC on or before the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is Statement has been declared effective by the SEC on or prior before the applicable Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement has not been declared effective by the SEC on or before the applicable Effectiveness Date with respect to such Shelf Registration Statement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes (and related guarantees) for all Notes Registrable Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Datebefore April 13, 2006 or (B) the Exchange if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to during the time that the Exchange Offer is consummatedEffectiveness Period, (C) if applicablethen, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Securities at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on (wx) the 31st Business Day after the Effectiveness DateApril 13, 2006, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will on the Notes may not under any circumstance accrue under more than one of the foregoing clauses (i), (ii) or and (iii) of this Section 4 and the rate at any one time; provided further, however, that the maximum which Additional Interest rate accrues on the Notes as a result of the provisions of clauses (i), (ii) and (iii) of this Section 4 may not exceed at any one time in the aggregate 1.001.0% per annum; and provided further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) aboveof this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes (and related guarantees) for all Notes Securities tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange a Subsequent Shelf Registration Statement that in the case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(C) abovethis Section 4), Additional Interest on the Registrable Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 Business Days 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"”), which notice shall also be at least three business days prior to the date of any payment to be made in accordance with the following sentence. Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cashcash simultaneously with, and to the same persons entitled to receive, stated interest on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such dateNotes, commencing with the first such semi-annual date payment of interest occurring after any such Additional Interest commences to accrue. The amount of Additional Interest payable with respect to Registrable Notes 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 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.
Appears in 1 contract
Additional Interest. (a) Each Issuer If, at any time during the six-month period beginning on, and each Subsidiary Guarantor acknowledges and agrees that including, the Holders date which is six months after the last date of Registrable Notes will suffer damages if original issuance of any of the Issuers or any Subsidiary Initial Notes, the Guarantor fails to fulfill its material obligations under have timely filed any document or report that the Guarantor is required to file with the Commission pursuant to Section 2 13 or Section 3 hereof 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and that it would other than reports on Form 8-K), or the Initial Notes are not be feasible to ascertain the extent of such damages with precision. Accordinglyotherwise Freely Tradable, the Issuers and the Subsidiary Guarantors agree to Issuer shall pay additional cash interest Additional Interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date, Notes. Additional Interest shall accrue on at the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such the Initial Notes for each day during such period for which the first 90 days immediately following Guarantor’s failure to file has occurred and is continuing.
(b) Further, if, and for so long as, the Filing DateRestrictive Notes Legend has not been removed from the Initial Notes, such the Initial Notes are assigned a restricted CUSIP number or the Initial Notes are not otherwise Freely Tradable as of the 370th day after the last date of original issuance of any of the Initial Notes, the Issuer shall pay Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor on the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date, Notes. Such Additional Interest shall will accrue on the Initial Notes over and above from the 371st day after the last date of original issuance of any stated interest of the Initial Notes at a the rate of 0.250.50% per annum of the principal amount of such Initial Notes for outstanding until the first 90 days Restrictive Notes Legend has been removed, the Initial Notes are assigned an unrestricted CUSIP number and the Initial Notes are Freely Tradable (other than the Issuer’s or the Guarantor’s Affiliates or Holders that were the Issuer’s or the Guarantor’s Affiliates during the three months immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;preceding).
(iiic) Notwithstanding the foregoing, if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for Issuer has complied with all Notes validly tendered in accordance with the terms applicable requirements of the Exchange Offer Depositary (including all applicable notice requirements) to effect the removal of the Restrictive Notes Legend as set forth in Section 3.07 on or prior to the 30 Business Days 370th day after the Effectiveness Datelast date of original issuance of the Initial Notes, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time Additional Interest that the Exchange Offer is consummatedIssuer would otherwise be required to pay pursuant to this Section 4.06 for failure to remove the Restrictive Notes Legend will not accrue until the tenth calendar day after such 370th day.
(d) In no event shall Additional Interest payable pursuant to this Section 4.06 accrue, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at together with any time prior to the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice Additional Interest payable pursuant to Section 5(e)(v9.04(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.
(e) Additional Interest that is payable pursuant to this Section 4.06 shall be payable in arrears on each Interest 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.
(f) 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 and the Paying Agent (if other than the Trustee) in writing.
(g) Notwithstanding the foregoing, the Issuer will not be required to pay Additional Interest with respect to 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 (vii) that on any date on which (a) the Issuer and the Guarantor have filed a Shelf Registration Statement or Exchange for the resale of the Notes (including the Guarantee) and any Ordinary Shares issuable upon exchange of the Notes, (b) such Shelf Registration Statement is unusable effective and usable by Holders identified therein as selling security holders for the aggregate number resale of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, over the Guarantee and above any stated interest, at a rate of 0.25% per annum Ordinary Shares issued upon exchange of the principal amount of such Notes commencing on notes, (wc) the 31st Business Day after Holders may register the Effectiveness Date, in the case resale of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day their Notes under such Shelf Registration ceases to be effective Statement on terms customary for the resale of exchangeable securities offered in the case of reliance on Rule 144A and (C) above, or (zd) the day the Exchange Notes and/or Ordinary Shares sold pursuant to such Shelf Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Notes become Freely Tradable as a result of such sale, or (ii) once the Issuer has complied with the requirements set forth in clause (or the relevant subclause thereofi) or upon the effectiveness above for a period of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accruetwo years.
(b) The Issuers shall notify the Trustee within 3 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), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date 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, 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.
Appears in 1 contract
Sources: Indenture (Horizon Pharma PLC)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional InterestADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Ex change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 185th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Securities at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 185th day after the Effectiveness Date, Issue Date in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; providedPROVIDED, howeverHOWEVER, that the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or (iiii)-(iii) at any one time; provided further, however, that time and at no time shall the maximum aggregate amount of Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided furtherPROVIDED, howeverFURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes Securities tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 Business Days 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 DateEVENT DATE"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cashcash semiannually on each June 15 and December 15, (to the holders of record on the dates June 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on December 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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.
Appears in 1 contract
Additional Interest. (a) Each The Issuer and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Issuer fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Issuer agrees to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after the Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 180th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 180th day after the Effectiveness such Issue Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day periodperiod (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note which is the subject of the Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note); provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.002.0% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes validly tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Issuer shall notify the Trustee within 3 Business Days 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each June 15 and December 15 (to the holders of record on the dates June 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on December 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Gaylord Container Corp /De/)
Additional Interest. (a) Each Issuer The Company and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Company fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Company agrees to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto (i.e., 60 days after the Issue Date) or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto (i.e., 120 days after the Issue Date) or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 45th day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that date on which the Exchange Offer is consummated, Registration Statement relating thereto was declared effective or (CB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 46th day after the Effectiveness Datesuch effective date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.001.0% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Company shall notify the Trustee within 3 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on each January 1 and July 1 (to the holders of record on the dates December 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on June 15 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Big Flower Press Holdings Inc)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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, each of the Issuers and the Subsidiary Guarantors agree agrees to pay pay, as liquidated damages, additional cash interest on the Registrable Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if neither (A) either the Exchange Registration Statement nor or the Initial Shelf Registration has not been filed with the SEC on or prior to the Filing DateDate or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 60th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 61st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above any the stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing DateDate or such 61st day, as the case may be, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither (A) either the Exchange Registration Statement nor or the Initial Shelf Registration is not declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above any the stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 240th day after the Effectiveness Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that consummation of the Exchange Offer is consummated, or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, Registrable Notes over and above any the stated interest, interest at a rate of 0.25.025% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 241st day after the Effectiveness Date, Issue Date in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of in no event shall the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Registrable Notes may not exceed at any one time in the aggregate 1.001.0% per annum; and provided further, however, further that (1) upon the filing of the Exchange Registration Statement or Initial each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial each Shelf Registration Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above), ) or upon the effectiveness of the an Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) and (C) above), Additional Interest on the any Registrable Notes then accruing as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Additional Interest may not accrue pursuant to more than one clause of subsection (a) at any one time.
(b) The Issuers shall notify the Trustee within 3 one Business Days 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"”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date 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 NotesNotes subject thereto, 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 elapsedmonths), and the denominator of which is 360. Any payments made pursuant to this Section 4 shall have the benefit of Section 4.24 of the Indenture, if applicable.
Appears in 1 contract
Sources: Registration Rights Agreement (3055854 Nova Scotia Co)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such lapsed Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the each such lapsed Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 185th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Securities at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on (wx) the 31st Business Day 36th day after the Effectiveness Datesuch effective date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.001.50% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes Securities tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange Shelf Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(C) abovethis Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrueaccrue and the interest rate borne by the Registrable Notes will be reduced to the original interest rate.
(b) The Issuers shall notify the Trustee within 3 one Business Days 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each April 15 and October 15 (to the holders of record on the dates April 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on October 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Company and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes Securities will suffer damages if the Issuers or any Subsidiary Guarantor Company fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Company agrees to pay pay, as liquidated damages, additional cash interest on the Notes Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effecteffect and shall not be duplicative):
(i) if neither either the Exchange Registration Statement nor or the Initial Shelf Registration (in the event the Exchange Offer is not permitted under applicable law or Commission policy) has not been filed with the SEC on or prior to the Filing Date, as the case may be, Additional Interest shall accrue on the Notes Registrable Securities over and above any the stated interest at a rate of 0.25.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25to 1.0% per annum at the beginning of each subsequent 90-day periodthereafter;
(ii) if neither either the Exchange Registration Statement nor is not declared effective by the Commission, or the Initial Shelf Registration is declared effective not filed with the Commission, on or prior to the Effectiveness Date, as the case may be, Additional Interest shall accrue on the Notes Registrable Securities which are or should have been included in such Registration Statement over and above any the stated interest at a rate of 0.25.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25to 1.0% per annum at the beginning of each subsequent 90-day period;thereafter; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Consummation Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, consummated or (C)
(1) if applicable, a the Shelf Registration has not been declared effective and on or prior to the Consummation Date or (2) such Shelf Registration ceases to be effective at any time prior to from and after the second anniversary of Consummation Date and during the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, Registrable Securities (over and above any stated interest, interest otherwise payable on the Registrable Securities) at a rate of 0.25.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 181st day after the Effectiveness Issue Date, in the case of (A) and (C)(1) above, or (xy) the date day the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (yz) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (DC)(2) above, such Additional Interest rate increasing by an additional 0.25to 1.0% per annum at the beginning of each such subsequent 90-day periodthereafter; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that (1) upon the filing of the Exchange Registration Statement or Initial a Shelf Registration as required hereunder (in the case of clause (i) aboveof this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or Initial filing of the Shelf Registration as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of Exchange Notes Securities for all Notes Securities tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) aboveof this Section 4), or upon the effectiveness of a the Shelf Registration (in the case of (iii)(c) 1 of this Section 4) which had or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(C)(2) aboveof this Section 4), Additional Interest on the Notes Registrable Securities as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Issuers Company shall notify the Trustee within 3 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"). Any amounts of The Company shall pay the Additional Interest due pursuant to clause (a)(i)on the Registrable Securities by depositing with the Trustee, (a)(ii) or (a)(iii) in trust, for the benefit of this Section 4 will be payable in cashthe Holders thereof, on or before the dates and applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the manner provided in the Indenture and whether or not any cash interest would Additional Interest then due to Holders of Registrable Securities. The Additional Interest due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date, commencing with date as set forth in the first such semi-annual date occurring after any such Additional Interest commences to accrueIndenture. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notesaffected Registrable Securities of such Holders, 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. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) Each The Issuer and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Issuer fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Issuer agrees to pay as liquidated damages, additional cash interest on the Notes Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Issuer has not exchanged Exchange Notes Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 300th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date Effectiveness Period (other than such time as because of the sale of all Notes have been disposed of the Securities registered thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement), then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Registrable Securities at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 300th day after the Effectiveness Issue Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective (other than because of the sale of all of the Securities registered thereunder), in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest will rate on the Securities may not accrue under more than one of the foregoing clauses (i), (ii) or - (iii) at any one time; provided further, however, that time and at no time shall the maximum Additional Interest rate on the Notes may not aggregate amount of additional interest accruing exceed at any one time in the aggregate 1.000.75% per annum; and provided provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or Initial the Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the Shelf Registration Statement as required hereunder (in the case of clause (ii) above), of this Section 4) or (3) upon the exchange of the Exchange Notes Securities for all Notes Securities tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Issuer shall notify the Trustee within 3 one Business Days 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each June 30 and December 30 (to the dates holders of record on June 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on December 30 immediately preceding such datedates), commencing with the first such semi-annual date 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 NotesRegistrable Securities, 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 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) Each The Issuer and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Issuer fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Issuer agrees to pay additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummatedexpiration of 20 Business Days thereafter, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Closing Date its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue Issuer issues a written notice pursuant to Section 5(e)(v6(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 31st Business Day day after the Effectiveness Date, in the case of clause (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or or
(y) the day such Shelf Registration ceases to be effective in the case of clause (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of clause (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Issuer shall notify the Trustee within 3 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), (a)(ii) or (a)(iii) of this Section 4 will be payable in cashcash or in PIK Notes, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date 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, 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.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):below:
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date, then, commencing on the 91st day after the Issue Date, Additional Interest shall accrue on the Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 181st day after the Issue Date, Additional Interest shall accrue on the Notes included or which should have been included in such Registration Statement over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 225th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, consummated or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, (over and above any stated interest, interest otherwise payable on such Notes) at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on (wx) the 31st Business Day 226th day after the Effectiveness DateIssue Date with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (xy) the date day the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (yz) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; providedperiod (it being understood and agreed that, howevernotwithstanding any provision to the contrary, that so long as any Note which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest will not shall accrue under more than one of the foregoing clauses (ion such Note); PROVIDED, (ii) or (iii) at any one time; provided further, howeverHOWEVER, that the maximum Additional Interest rate on the Notes any affected Note may not exceed at any one time in the aggregate 1.002.0% per annum; and provided furtherPROVIDED, howeverFURTHER, that (1) upon the filing of the Exchange Registration Statement or Initial a Shelf Registration (in the case of clause (i) above), of this Section
(a) (2) upon the effectiveness of the Exchange Registration Statement or Initial the Shelf Registration (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) aboveof this Section 4(a)), or upon the effectiveness of a the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) aboveof this Section 4(a)), Additional Interest on the affected Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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"). The Company shall pay the Additional Interest 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 other indenture), sums sufficient to pay the Additional Interest then due. Any amounts of Additional Interest due pursuant to clause clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Notes in cash, cash semi-annually on the dates and in the manner provided in each interest payment date specified by the Indenture and whether (or not any cash such other indenture) to the record holders entitled to receive the interest would then payment to be payable made on such date, commencing . Commencing with the first such semi-annual date 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 Notesaffected Registrable Notes of such Holders, 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.comprised
Appears in 1 contract
Sources: Registration Rights Agreement (Spinnaker Industries Inc)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, jointly and severally, as liquidated damages, additional cash interest on the Notes ("Additional InterestADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 180th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date Effectiveness Period (other than during any Blackout Period relating to such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementRegistration), then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 181st day after the Effectiveness Issue Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that (1) the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or (iiii)-(iii) at any one time; provided further, however, that time and at no time shall the maximum Additional Interest rate on the Notes may not aggregate amount of additional interest accruing exceed at any one time in the aggregate 1.002.0% per annumannum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the continuation of a Blackout Period; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 two 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 DateEVENT DATE"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iiia) of this Section 4 will be payable in cash, cash semiannually on each February 15 and August 15 (to the holders of record on the dates February 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on August 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. No Additional Interest shall accrue with respect to Notes that are not Registrable Notes.
(c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes the sole damages that will be suffered by Holders of Registrable Notes by reason of the occurrence of any of the events described in Section 4(a)(i)-(iii) hereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Anchor Glass Container Corp /New)
Additional Interest. (a) Each The Notes Issuer and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Notes Issuer fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Notes Issuer agrees to pay pay, as liquidated damages, additional cash interest on the Registrable Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if neither (x) the Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement nor is declared effective, within, in each case, 365 days of the Initial one-year anniversary of the Issue Date, then Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum on the principal amount of such Registrable Notes for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Registrable Notes; or
(ii) notwithstanding that the Notes Issuer has consummated or will consummate an Exchange Offer, if the Notes Issuer is required to file a Shelf Registration has been filed with the SEC Statement and such Shelf Registration Statement is not declared effective on or prior to the Filing Date365th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a) hereof, then Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum of the principal amount of such Registrable Notes for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Registrable Notes; or
(iii) if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than the number of days permitted by the second paragraph of Section 3(a) hereof, then commencing on the first day following the date on which such Shelf Registration Statement ceases to be effective that exceeds the number of days permitted by the second paragraph of Section 3(a) hereof, Additional Interest shall accrue on the Registrable Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately from and including such day, as applicable, following the Filing Date, date on which such Additional Interest rate Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date, period thereafter; provided that Additional Interest shall accrue on in the Notes over and above any stated interest at a rate of 0.25aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Registrable Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that upon (1) upon the filing completion of the Exchange Registration Statement or Initial Shelf Registration Offer (in the case of paragraph (i) above), (2) upon the effectiveness of the Exchange Shelf Registration Statement or Initial Shelf Registration (in the case of paragraph (ii) above), or ) and (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of paragraph (iii)(Ciii) above), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Notes Issuer shall notify the Trustee within 3 one Business Days 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")”) and within one Business Day after such Additional Interest ceases to accrue. Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on the payment dates and in the manner provided stated in the Indenture (to the holders of record on the April 15 and whether or not any cash interest would then be payable on October 15 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, jointly and severally, as liquidated damages, additional cash interest on the Notes Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 30th day after the Effectiveness Date, Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Securities at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day day after the Effectiveness Issue Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest will rate on the Securities may not accrue under more than one of the foregoing clauses (i), (ii) or - (iii) at any one time; provided further, however, that time and at no time shall the maximum Additional Interest rate on the Notes may not aggregate amount of additional interest accruing exceed at any one time in the aggregate 1.002.0% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes Securities for all Notes Securities tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each June 15 and December 15 (to the holders of record on the dates June 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on December 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 NotesRegistrable Securities, 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 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Company and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Company fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Company agrees to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):below:
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed with on or prior to the SEC applicable Filing Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the Filing DateDate applicable thereto, then, commencing on the day after the Filing Date applicable thereto, Additional Interest shall accrue on the Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodannum;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Notes included or which should have been included in such Registration Statement over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;annum; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 150th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, consummated or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, (over and above any stated interest, interest otherwise payable on such Notes) at a rate of 0.250.50% per annum of the principal amount of such Notes commencing on (wx) the 31st Business Day 151st day after the Effectiveness DateIssue Date with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (xy) the date day the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (yz) the day such Shelf Registration ceases to be effective in the case of (C) aboveabove (it being understood and agreed that, or (z) notwith standing any provision to the day contrary, so long as any Note which is the Exchange Registration Statement or subject of a Shelf Notice is then covered by an effective Shelf Registration ceases to be usable in case of clause (D) aboveStatement, such no Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each shall accrue on such subsequent 90-day periodNote); provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes any affected Note may not exceed at any one time in the aggregate 1.000.50% per annum; and provided further, however, further that (1) upon the filing of the Exchange Registration Statement or Initial a Shelf Registration (in the case of clause (i) aboveof this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or Initial the Shelf Registration (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Notes tendered and not validly withdrawn (in the case of clause (iii)(A) aboveof this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) aboveof this Section 4(a)), or upon the effectiveness of a the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) aboveof this Section 4(a)), Additional Interest on the affected Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Company shall notify the Trustee within 3 Business Days 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"). Any amounts of Additional Interest due pursuant to clause clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Notes in cash, cash semiannually on each March 15 and September 15 (to the holders of record on the dates March 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on September 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 Notesaffected Registrable Notes of such Holders, 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Contifinancial Corp)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay additional cash interest on the Notes ("Additional InterestADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 180th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes which are required to be registered under the applicable Exchange Offer Registration Statement or Shelf Registration Statement at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 180th day after the Effectiveness Issue Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; providedPROVIDED, howeverHOWEVER, that the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or to and including (iii) at any one time; provided further, however, that time and at no time shall the maximum Additional Interest rate on the Notes may not aggregate amount of additional interest accruing exceed at any one time in the aggregate 1.001.0% per annum; and provided furtherPROVIDED, howeverFURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveof this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) above), of this Section 4) or (3) upon the exchange of the Exchange Notes for all Notes Securities tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Company shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof. Each reference in this Indenture to payment of interest due with respect to any Note includes payment of any Additional Interest due with respect thereto.
(b) The Issuers shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event DateEVENT DATE"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, in each case, semiannually on each April 15 and October 15 (to the holders of record on the dates April 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on October 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Heritage Property Investment Limited Partnership)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material their obligations under Section 2 or Section 3 hereof hereto and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers and the Subsidiary Guarantors agree to pay pay, jointly and severally, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 245th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date Effectiveness Period (other than during any Blackout Period relating to such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementRegistration), then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 246th day after the Effectiveness Issue Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that (1) the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or - (iii) at any one time; provided further, however, that time and at no time shall the maximum Additional Interest rate on the Notes may not aggregate amount of additional interest accruing exceed at any one time in the aggregate 1.001.5% per annumannum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the continuation of a Blackout Period; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) abovethereto), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 two 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), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each April 1 and October 1 (to the holders of record on the dates March 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on September 15 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. No Additional Interest shall accrue with respect to Notes that are not Registrable Notes.
(c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes the sole damages that will be suffered by Holders of Registrable Notes by reason of the occurrence of any of the events described in Section 4(a)(i)-(iii) hereto.
Appears in 1 contract
Sources: Registration Rights Agreement (Restaurant Co of Minnesota)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material their obligations under Section 2 or Section 3 hereof hereto and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers and the Subsidiary Guarantors agree to pay pay, jointly and severally, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if neither the Exchange Registration Statement nor (A) the Initial Shelf Registration has not been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of, and be paid to the registered Holders of, the Registrable Notes over then outstanding and above any stated interest affected thereby at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of, and be paid to the registered Holders of, the Registrable Notes over then outstanding and above any stated interest affected thereby at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 300th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date Effectiveness Period (other than during any Blackout Period relating to such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementRegistration), then Additional Interest shall accrue on the Notesprincipal amount of, over and above any stated interestbe paid to the registered Holders of, the Registrable Notes then outstanding and affected thereby at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 301st day after the Effectiveness Issue Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that (1) the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or - (iii) at any one time; provided further, however, that time and at no time shall the maximum Additional Interest rate on the Notes may not aggregate amount of additional interest accruing exceed at any one time in the aggregate 1.00% per annumannum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the continuation of a Blackout Period; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(C) abovethis Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) abovethereto), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 two 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), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each June 1 and December 1 (to the holders of record of the affected Registrable Notes on the dates May 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on November 15 immediately preceding such datedates), commencing with the first such semi-annual date 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 affected Registrable Notes, 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 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. No Additional Interest shall accrue with respect to Notes that are not Registrable Notes.
(c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes the sole damages that will be suffered by Holders of affected Registrable Notes by reason of the occurrence of any of the events described in Section 4(a)(i)-(iii) hereto.
Appears in 1 contract
Sources: Registration Rights Agreement (Cogent Management Inc)
Additional Interest. (a) Each The Notes Issuer and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Notes Issuer fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Notes Issuer agrees to pay pay, as liquidated damages, additional cash interest on the Registrable Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if neither (x) if required, the Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement nor is declared effective, within, in each case, 365 days of the Initial Shelf Registration has been filed with one-year anniversary of the SEC on or prior to the Filing Issue Date, then Additional Interest shall accrue on the Registrable Notes over and above any stated interest at a rate of 0.25% per annum of on the principal amount of such Registrable Notes for the first 90 days immediately following the Filing Date, from and including such Additional Interest rate specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Registrable Notes; or
(ii) if neither notwithstanding that the Notes Issuer has consummated or will consummate the Exchange Offer, if the Notes Issuer is required to file a Shelf Registration Statement nor the Initial and such Shelf Registration Statement is not declared effective on or prior to the Effectiveness Date365th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a) hereof, then Additional Interest shall accrue on the Registrable Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Registrable Notes for the first 90 days immediately following the Effectiveness Date, from and including such Additional Interest rate specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Registrable Notes; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Date, (B) the Exchange Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time prior at which it is required to be effective under this Agreement and such failure to remain effective exists for more than the time that number of days permitted by the Exchange Offer is consummatedsecond paragraph of Section 3(a) hereof, (C) if applicable, a Shelf Registration has been declared effective and then commencing on the first day following the date on which such Shelf Registration Statement ceases to be effective at any time prior to that exceeds the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issuedpermitted by the second paragraph of Section 3(a) hereof, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, over and above any stated interest, Registrable Notes at a rate of 0.25% per annum of the principal amount of such Registrable Notes commencing on (w) for the 31st Business Day after the Effectiveness Datefirst 90 days from and including such day, in the case of (A) aboveas applicable, or (x) following the date the Exchange on which such Shelf Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate and increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day periodperiod thereafter; provided that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Registrable Notes; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that upon (1) upon the filing completion of the Exchange Registration Statement or Initial Shelf Registration Offer (in the case of paragraph (i) above), (2) upon the effectiveness of the Exchange Shelf Registration Statement or Initial Shelf Registration (in the case of paragraph (ii) above), or ) and (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of paragraph (iii)(Ciii) above), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Notes Issuer shall notify the Trustee within 3 one Business Days 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")”) and within one Business Day after such Additional Interest ceases to accrue. Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on the payment dates and in the manner provided stated in the Indenture (to the holders of record on the June 1 and whether or not any cash interest would then be payable on December 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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, jointly and the Subsidiary Guarantors agree severally, to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 135th day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that date on which the Exchange Offer is consummated, Registration Statement relating thereto was declared effective or (CB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 151st day after the Effectiveness Datesuch effective date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.001.50% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date 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, 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Abraxas Petroleum Corp)
Additional Interest. (a) Each Issuer The Company and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Company fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Company agrees to pay pay, as liquidated damages, additional cash interest on the Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 30th day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that date on which the Exchange Offer is consummated, Registration Statement was declared effective or (CB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 36th day after the Effectiveness Datesuch effective date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or - (iii) at any one time; provided further, however, that time and at no time shall the maximum aggregate amount of Additional Interest rate on the Notes may not accruing exceed at any one time in the aggregate 1.001.0% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Company shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Issuers Company shall notify the Trustee within 3 one Business Days 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")paid. Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each April 15 and October 15 (to the Holders of record on the dates April 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on October 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 Issuers, jointly and the Subsidiary Guarantors severally, agree to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances ------------------- and to the extent set forth below (each of which shall be given independent effect):
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has not been filed with the SEC on or prior to the Filing Date, then commencing on the day after the Filing Date, Additional Interest shall accrue on the Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is not declared effective on or prior to the Effectiveness Date, then commencing on the day after the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 45th day after the Effectiveness Date, date on which the Exchange Registration Statement is declared effective or (B) the Exchange Registration Statement ceases Initial Shelf Registration, if required to be filed hereunder, is not declared effective at any time on or prior to the time that 120th day after the Exchange Offer is consummated, Issue Date or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, Notes over and above any the stated interest, interest at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on (wx) the 31st Business Day 45th day after the Effectiveness Datedate on which the Exchange Registration Statement is declared effective, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that ;
(1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Initial Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), ) or upon the effectiveness of a 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 (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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 DateDate "). Any amounts of Additional Interest ---------- due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, semi-annually by wire transfer of immediately available funds or by federal funds check on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of record on the regular record date therefor (specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date occurring after any such Additional Interest commences to accrue, subject to Section 2.17 of the Indenture with respect to defaulted interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, 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.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Company and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Company fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Company agrees to pay pay, as liquidated damages, additional cash interest on the Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 210th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes which are required to be registered under the applicable Exchange Offer Registration Statement or Shelf Registration Statement at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 210th day after the Effectiveness Issue Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or - (iii) at any one time; provided further, however, that time and at no time shall the maximum Additional Interest rate on the Notes may not aggregate amount of additional interest accruing exceed at any one time in the aggregate 1.001.0% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) above), of this Section 4) or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Company shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Issuers Company shall notify the Trustee within 3 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"”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, in each case, semiannually on each January 15 and July 15 (to the holders of record on the dates January 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on July 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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 360-360 day year comprised of twelve 30-30 day months and, in the case 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 (Istar Financial Inc)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, as liquidated damages, additional cash interest on the Registrable Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if neither (x) the Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement nor is declared effective, within, in each case, 360 days of the Initial Shelf Registration has been filed with consummation of the SEC on or prior to the Filing DateContribution, then Additional Interest shall accrue on the Registrable Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount average Accreted Value (during such 90 day period) of such Registrable Notes for the first 90 days immediately following the Filing Date, from and including such Additional Interest rate specified date and increasing by an additional 0.25% per annum of the average Accreted Value (for each such subsequent period) at the beginning of each subsequent 90-day period;period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the average Accreted Value of such Registrable Notes; or
(ii) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, if neither the Exchange Issuers are required to file a Shelf Registration Statement nor the Initial and such Shelf Registration Statement is not declared effective on or prior to the Effectiveness Date360th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a) hereof, then Additional Interest shall accrue on the Registrable Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount average Accreted Value (during such 90 day period) of such Registrable Notes for the first 90 days immediately following the Effectiveness Date, from and including such Additional Interest rate specified date and increasing by an additional 0.25% per annum of the average Accreted Value (for each such subsequent period) of such Registrable Notes at the beginning of each subsequent 90-day period;period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the average Accreted Value of such Registrable Notes; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Date, (B) the Exchange Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time prior at which it is required to be effective under this Agreement and such failure to remain effective exists for more than the time that number of days permitted by the Exchange Offer is consummatedsecond paragraph of Section 3(a) hereof, (C) if applicable, a Shelf Registration has been declared effective and then commencing on the first day following the date on which such Shelf Registration Statement ceases to be effective at any time prior to that exceeds the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issuedpermitted by the second paragraph of Section 3(a) hereof, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, over and above any stated interest, Registrable Notes at a rate of 0.25% per annum of the principal amount average Accreted Value (during such 90 day period) of such Notes commencing on (w) for the 31st Business Day after the Effectiveness Datefirst 90 days from and including such day, in the case of (A) aboveas applicable, or (x) following the date the Exchange on which such Shelf Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate and increasing by an additional 0.25% per annum of the average Accreted Value (for each such subsequent period) of such Registrable Notes at the beginning of each such subsequent 90-day period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the of the average Accreted Value (for such period) of such Registrable Notes; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that upon (1) upon the filing completion of the Exchange Registration Statement or Initial Shelf Registration Offer (in the case of paragraph (i) above), (2) upon the effectiveness of the Exchange Shelf Registration Statement or Initial Shelf Registration (in the case of paragraph (ii) above), or ) and (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of paragraph (iii)(Ciii) above), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Company shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid or added to Accreted Value (an "“Event Date")”) and within one Business Day after such Additional Interest ceases to accrue. Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable (i) if such Additional Interest accrued on or prior to the Full Accretion Date, at the option of the Issuers, either (x) added to the Accreted Value of each applicable Note or (y) paid in cash and (ii) if after the Full Accretion Date, paid in cash, in either case semiannually on each February 1 and August 1 (to the holders of record on the dates January 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on July 15 immediately preceding such datedates), commencing with the first such semi-annual date 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 average Accreted Value of the NotesRegistrable Notes during such period, 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 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Prior to the interest payment date on which the Additional Interest is required to be paid, the Issuers shall determine the amount of Additional Interest and, at that time, notify the Trustee of such amount and whether the Additional Interest shall be paid in cash.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Company and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Company fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Company agrees to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest which are required to be registered under the applicable Registration Statement at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest which are required to be registered under the applicable Registration Statement at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 45th day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that date on which the Exchange Offer is consummated, Registration Statement was declared effective or (CB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes which are required to be registered under the applicable Exchange Offer Registration Statement or Shelf Registration Statement at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 46th day after the Effectiveness Datedate on which the Exchange Offer Registration Statement was declared effective, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, ,however, that the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or - (iii) at any one time; provided further, however, that time and at no time shall the maximum Additional Interest rate on the Notes may not aggregate amount of additional interest accruing exceed at any one time in the aggregate 1.001.0% per annum; and provided annum;provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), or (4) upon the second anniversary of the Issue Date (in the case of the application of clauses (i), (ii) or (iii) above to a Shelf Registration only), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Company shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Issuers Company shall notify the Trustee within 3 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 or accreted (an "Event Date"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be (i) if on or prior to the Full Accretion Date, added to the Accreted Value of each Note and (ii) if after the Full Accretion Date, payable in cash, in each case, semiannually on each May 15 and November 15 (to the holders of record on the dates May 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on November 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 Accreted Value of the Registrable Notes, 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 360-360 day year comprised of twelve 30-30 day months and, in the case 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 (Nortek Holdings Inc)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, as liquidated damages, additional cash interest on the Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement has not been filed with the SEC on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is Statement has been declared effective by the SEC on or prior to the applicable Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement has not been declared effective by the SEC on or prior to the applicable Effectiveness Date with respect to such Shelf Registration Statement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes (and related guarantees) for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness DateMarch 16, 2005 or (B) the Exchange if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to during the time that the Exchange Offer is consummatedEffectiveness Period, (C) if applicablethen, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Securities at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on (wx) the 31st Business Day after the Effectiveness DateMarch 16, 2005, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will rate on the Notes may not under any circumstance accrue under more than one of the foregoing clauses (i), (ii) or and (iii) of this Section 4 and the rate at any one time; provided further, however, that the maximum which Additional Interest rate accrues on the Notes as a result of the provisions of clauses (i), (ii) and (iii) of this Section 4 may not exceed at any one time in the aggregate 1.001.0% per annum; and provided further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) aboveof this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes (and related guarantees) for all Notes Securities tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange a Subsequent Shelf Registration Statement that in the case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(C) abovethis Section 4), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 Business Days 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"”), which notice shall also be at least three business days prior to the date of any payment to be made in accordance with the following sentence. Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cashcash simultaneously with, and to the same persons entitled to receive, stated interest on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such dateNotes, commencing with the first such semi-annual date payment of interest occurring after any such Additional Interest commences to accrue. The amount of Additional Interest payable with respect to Registrable Notes 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 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.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Representative agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, as liquidated damages, additional cash interest on the Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been filed with the SEC on or prior before the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement has not been filed with the SEC on or before the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is Statement has been declared effective by the SEC (or was automatically effectively upon its filing with the SEC) on or prior before the applicable Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement has not been declared effective by the SEC (or was not automatically effective upon its filing with the SEC) on or before the applicable Effectiveness Date with respect to such Shelf Registration Statement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes (and related guarantees) for all Notes Registrable Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Datebefore November 26, 2009 or (B) the Exchange if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to during the time that the Exchange Offer is consummatedEffectiveness Period, (C) if applicablethen, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Securities at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on (wx) the 31st Business Day after the Effectiveness DateNovember 27, 2009, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will on the Notes may not under any circumstance accrue under more than one of the foregoing clauses (i), (ii) or and (iii) of this Section 4 and the rate at any one time; provided further, however, that the maximum which Additional Interest rate accrues on the Notes as a result of the provisions of clauses (i), (ii) and (iii) of this Section 4 may not exceed at any one time in the aggregate 1.001.0% per annum; and provided further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) aboveof this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes (and related guarantees) for all Notes Securities tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange a Subsequent Shelf Registration Statement that in the case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(C) abovethis Section 4), Additional Interest on the Registrable Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 Business Days 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"”), which notice shall also be at least three business days prior to the date of any payment to be made in accordance with the following sentence. Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cashcash simultaneously with, and to the same persons entitled to receive, stated interest on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such dateNotes, commencing with the first such semi-annual date payment of interest occurring after any such Additional Interest commences to accrue. The amount of Additional Interest payable with respect to Registrable Notes 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 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.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Company and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Company and the Subsidiary Guarantor fails Guarantors fail to fulfill its material 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 and Company agrees to pay, as liquidated damages, additional interest (the Subsidiary Guarantors agree to pay additional cash interest on the Notes ("Additional Interest") in respect of the Notes under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Company and the Subsidiary Guarantors have consummated or will consummate the Exchange Offer, the Company and the Subsidiary Guarantors are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to 135 days after the Issue Date (with respect to the Exchange Offer Registration Statement) or 60 days after the applicable Filing Date (with respect to the Initial Shelf Registration Statement) or (B) notwithstanding that the Company and the Subsidiary Guarantors have consummated or will consummate the Exchange Offer, the Company and the Subsidiary Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (Company and any the Subsidiary Guarantor) Guarantors have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 45th day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that date on which the Exchange Offer is consummated, Registration Statement relating thereto was declared effective or (CB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on (wx) the 31st Business Day 46th day after the Effectiveness Datesuch effective date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (DB) above, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) . The Issuers Company shall notify the Trustee within 3 Business Days 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each March 15 and September 15 (to the holders of record on the dates March 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on September 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances ------------------- and to the extent set forth below (each of which shall be given independent effect):below:
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date, then, commencing on the 151st day after the Issue Date, Additional Interest shall accrue on the Notes over and above any the stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after the applicable Effectiveness Date, Additional Interest shall accrue on the Notes over and above any the stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the such Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 240th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior during the Effectiveness Period, subject to the second anniversary last sentence of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement4(a), then Additional Interest shall accrue on the Notes, (over and above any stated interest, interest otherwise payable on such Notes) at a rate of 0.25% per annum of the principal amount of such Notes commencing on (wx) the 31st Business Day 241st day after the Effectiveness DateIssue Date with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective effective, in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (DB) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning begin- ning of each such subsequent 90-day periodperiod (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note that is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note); provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes any affected Note may -------- ------- not exceed at any one time in the aggregate 1.00% per annum1.0%; and provided provided, further, however, that (1) upon the -------- ------- filing of the Exchange Registration Statement or Initial a Shelf Registration (in the case of clause (i) aboveof this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or Initial the Shelf Registration (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Notes tendered and not validly withdrawn (in the case of clause (iii)(A) aboveof this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) aboveof this Section 4(a)), or upon the effectiveness of a the Shelf Registration which that had ceased to remain effective (in the case of (iii)(C) aboveof this Section 4(a)), Additional Interest on the affected Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding the foregoing, the Company may publish a notice ("Shelf Registration Suspension ----------------------------- Notice") that the Shelf Registration is no longer effective or that the ------ prospectus included therein is unusable pending the announcement of a material corporate transaction and, in the event that the aggregate number of days in any 12-month period for which all such notices does not exceed 45 days, Additional Interest will not accrue and be payable with respect to such 45 days, as set forth above, as the result of such suspension.
(b) The Issuers shall notify the Trustee within 3 Business Days 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"). Any amounts of ---------- Additional Interest due pursuant to clause clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will shall be payable to the Holders of affected Notes as of the relevant record date in cash, cash semi-annually on the same original interest payment dates and as the Notes (as set forth in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, Indenture) commencing with the first such semi-annual date 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 Notesaffected Registrable Notes of such Holders, 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.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, jointly and severally, as liquidated damages, additional cash interest on the Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to earlier of the time that 225th day following the Issue Date and the 45th day from date the Exchange Offer is consummated, Registration Statement was declared effective or (CB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) the earlier of the principal amount of such Notes commencing on (w) 225th day following the 31st Business Day after Issue Date and the Effectiveness Date46th day from date the Exchange Offer Registration Statement was declared effective, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or — (iii) at any one time; provided further, however, that time and at no time shall the maximum aggregate amount of Additional Interest rate on the Notes may not accruing exceed at any one time in the aggregate 1.002.0% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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"”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each February 15 and August 15 (to the holders of record on the dates February 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on August 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Dealer Manager agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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, each of the Issuers and the Subsidiary Guarantors agree agrees to pay pay, as liquidated damages, additional cash interest (“Additional Interest”) on the Registrable Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):below:
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing DateDate or (B) notwithstanding that the Issuers have consummated or will consummate an Registered Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 90th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 91st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above any the stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing DateDate or such 90th day, as the case may be, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Registered Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above any the stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Registered Exchange Notes for all Notes validly tendered in accordance with the terms of the Registered Exchange Offer on or prior to the 30 Business Days 270th day after the Effectiveness Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of the time that the Registered Exchange Offer is consummated, or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, Registrable Notes over and above any the stated interest, interest at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 270th day after the Effectiveness Date, Issue Date in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest will rate on the Registrable Notes may not accrue under exceed in the aggregate 1.0% per annum; provided further that if more than one of the foregoing clauses subparagraphs is applicable at the same time the Additional Interest then payable on the Registrable Notes shall be the higher of the amounts provided by such applicable subparagraphs (iand not the sum thereof), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, further that (1) upon the filing of the Exchange Registration Statement or Initial each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial each Shelf Registration Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Registered Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above), ) or upon the effectiveness of the an Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) and (C) above), Additional Interest on the any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 five (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), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date 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 NotesNotes subject thereto, 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 elapsedmonths), and the denominator of which is 360.
(c) Additional Interest pursuant to this Section 4 shall be the sole and exclusive remedy for any failure by the Issuers to comply with Sections 2, 3 and 5 hereof.
Appears in 1 contract
Additional Interest. (a) Each Issuer and each Subsidiary Guarantor acknowledges and agrees The parties hereto agree that the Holders of Registrable Transfer Restricted Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material their obligations under Section 2 1 or Section 3 hereof 2, as applicable, and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, in the Issuers and the Subsidiary Guarantors agree to pay additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
event that either (i) if neither the Registered Exchange Registration Statement nor Offer is not completed (other than in the Initial event the Issuers file a Shelf Registration has been filed with Statement) or (ii) the SEC Shelf Registration Statement, if required hereby, is not declared effective, in either case on or prior to 270 days after the Filing Issue Date (the "Target Registration Date"), Additional Interest shall accrue the interest rate on the Notes over and above any stated interest at a rate of will be increased by (x) 0.25% per annum of the principal amount of such Notes for the first 90 days 90-day period immediately following the Filing Date, such Additional Interest rate increasing by Target Registration Date and (y) an additional 0.25% per annum at thereafter in each case until the beginning of each subsequent 90-day period;
(ii) if neither Registered Exchange Offer is completed or the Exchange Registration Statement nor the Initial Shelf Registration Statement, if required hereby, is declared effective on by the Commission or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;cease to constitute Transfer Restricted Notes.
(iiib) if (A) If the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Date, (B) the Exchange Shelf Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration thereafter either ceases to be effective effective, or the prospectus contained therein ceases to be usable at any time prior to during the second anniversary Shelf Registration Period (as a result of the Closing Date (other than such time as all Notes have been disposed issuance by the Issuers of thereunder) and a notice that the Shelf Registration Statement is not declared effective again within 30 days, or (D) unusable pending the announcement of a material corporate transaction, the issuance by the Issuers issue of a written notice pursuant to Section 5(e)(v) or (vi) that a suspending use of the Shelf Registration Statement as may be required under applicable securities laws to be issued or Exchange Registration Statement is unusable for any other reason), and the aggregate number of such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 365twelve-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statementmonth period, then Additional Interest shall accrue the interest rate on Notes that constitute Transfer Restricted Notes will be increased (commencing on the Notes, over and above any stated interest, at a rate of 61st day in such twelve-month period) by (x) 0.25% per annum for the first 90-day period immediately following such 60th day of the principal amount ineffectiveness or lack of such Notes commencing on (w) the 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or usability and (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; providedthereafter, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a 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 (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, additional interest shall cease to accrueaccrue on such date that the Shelf Registration Statement has again been declared effective or the prospectus contained therein again becomes usable. If after any such cessation of the accrual of additional interest the Shelf Registration Statement again ceases to be effective or the prospectus contained therein again ceases to be usable beyond the period permitted above, additional interest will again accrue pursuant to the foregoing provisions.
(bc) The Issuers shall notify the Trustee within 3 Business Days after and the paying agent under the Indenture promptly upon the happening of each and every event that results in the accrual of additional interest pursuant to Section 3(a) or 3(b) (any such event being called a "Registration Default"). The Issuers shall pay the additional interest due on the Transfer Restricted Notes by depositing with the paying agent (which may not be either of the Issuers for these purposes), in trust, for the benefit of the Holders thereof, prior to 10:00 a.m., New York City time, on the next interest payment date specified by the Indenture and the Notes, sums sufficient to pay the additional interest then due. The additional interest due shall be payable on each interest payment date specified by the Indenture and the Notes to the record holder entitled to receive the interest payment to be made on such date. Each obligation to pay additional interest shall be deemed to accrue from and including the date of the applicable Registration 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 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 Notes" means (i) each Note until the date on which an event occurs such Note has been exchanged for a freely transferable Exchange Note in respect the Registered Exchange Offer, (ii) each Note until the date on which it has been registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) each Note 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 Sections 3(a) and 3(b) hereof, the Issuers shall not be required to pay additional interest to a Holder of Transfer Restricted 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 paid (an "Event Date"). Any amounts of Additional Interest due provided by it, if any, pursuant to clause (a)(iSection 4(n), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date 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, 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Universal City Development Partners LTD)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, as liquidated damages, additional cash interest on the Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been filed with the SEC on or prior before the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement has not been filed with the SEC on or before the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is Statement has been declared effective by the SEC on or prior before the applicable Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement has not been declared effective by the SEC on or before the applicable Effectiveness Date with respect to such Shelf Registration Statement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes (and related guarantees) for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Datebefore November 24, 2005 or (B) the Exchange if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to during the time that the Exchange Offer is consummatedEffectiveness Period, (C) if applicablethen, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Securities at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on (wx) the 31st Business Day after the Effectiveness DateNovember 24, 2005, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will rate on the Notes may not under any circumstance accrue under more than one of the foregoing clauses (i), (ii) or and (iii) of this Section 4 and the rate at any one time; provided further, however, that the maximum which Additional Interest rate accrues on the Notes as a result of the provisions of clauses (i), (ii) and (iii) of this Section 4 may not exceed at any one time in the aggregate 1.001.0% per annum; and provided further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) aboveof this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes (and related guarantees) for all Notes Securities tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange a Subsequent Shelf Registration Statement that in the case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(C) abovethis Section 4), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 Business Days 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"”), which notice shall also be at least three business days prior to the date of any payment to be made in accordance with the following sentence. Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cashcash simultaneously with, and to the same persons entitled to receive, stated interest on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such dateNotes, commencing with the first such semi-annual date payment of interest occurring after any such Additional Interest commences to accrue. The amount of Additional Interest payable with respect to Registrable Notes 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 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.
Appears in 1 contract
Additional Interest. (a) Each The Issuer and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Issuer fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Issuer agrees to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after either such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 45th day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that date on which the Exchange Offer is consummated, Regi▇▇▇▇- tion Statement relating thereto was declared effective or (CB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date Effectiveness Period (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement), then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 46th day after the Effectiveness Datesuch effective date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Issuer shall notify the Trustee within 3 Business Days 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each November 1 and May 1 (to the dates holders of record on October 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on April 15 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Placement Agents agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 Issuers, jointly and the Subsidiary Guarantors severally, agree to pay pay, as liquidated damages and as the sole and exclusive remedy of the Holders should the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof, additional cash interest on the Notes Securities ("Additional InterestInterest ") under the circumstances and to the extent ------------------- set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the 120th day after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;, or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the 180th day after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;, or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 210th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Securities at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on (wx) the 31st Business Day 211th day after the Effectiveness DateIssue Date with respect to Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest Inter- est rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day periodperiod (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note that is the subject of a Shelf Notice is then covered by an effective Shelf Registration, no Additional Interest shall accrue on such Note); provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes Securities may not -------- ------- exceed at any one time in the aggregate 1.00% per annum; and provided provided, further, -------- ------- however, that in no event shall the Company be obligated to pay Additional ------- Interest under more than one of the clauses in this Section 4(a) at any one time; provided, further, however, that (1) upon the filing of the applicable -------- ------- ------- Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of the applicable Exchange Notes for all Notes Securities validly tendered (in the case of clause (iii)(A) aboveof this Section 4(a)), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) aboveof this Section 4(a), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Notes Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date 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, 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.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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, each of the Issuers and the Subsidiary Guarantors agree agrees to pay pay, as liquidated damages, additional cash interest on the Registrable Notes ("Additional Interest") under the circumstances and to the ------------------- extent set forth below (each of which shall be given independent effect) (a "Registration Default"):
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing DateDate or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 30th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 31st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing DateDate or such 30th day, as the case may be, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod during which a Registration Default remains uncured;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness DateDate or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the 90th day following the date such Shelf Registration was required to be filed, then, in the case of subclause (A), commencing on the day after such Effectiveness Date or, in the case of subclause (B), commencing on the 91st day following the date such Shelf Registration was required to be filed, Additional Interest shall accrue on the Registrable Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the Effectiveness DateDate or such 91st day, as the case may be, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;period during which a Registration Default remains uncured; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 60 days after the Effectiveness Datedate on which the Exchange Registration Statement was declared effective, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that consummation of the Exchange Offer is consummated, or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, Registrable Notes over and above any the stated interest, interest at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 61st day after the Effectiveness Date, such effective date in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day periodperiod during which a Registration Default remains uncured; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Registrable Notes -------- ------- may not exceed at any one time in the aggregate 1.002.0% per annum; and provided further, however, further that (1) upon -------- ------- the filing of the Exchange Registration Statement or Initial each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial each Shelf Registration Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above), ) or upon the effectiveness of the an Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) and (C) above), Additional Interest on the any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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"). Any amounts of Additional ---------- Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of Registrable Notes of record on the regular record date therefor (specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date 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 NotesNotes subject thereto, 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 elapsedmonths), and the denominator of which is 360365.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, jointly and severally, as liquidated damages, additional cash interest on the Notes Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Regis- tration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after 30th business day from the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that date the Exchange Offer is consummated, Registration Statement was declared effective or (CB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) 30th business day from the 31st Business Day after date the Effectiveness DateExchange Offer Registration Statement was declared effective, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest will rate on the Securities may not accrue under more than one of the foregoing clauses (i), (ii) or - (iii) at any one time; provided further, however, that time and at no time shall the maximum aggregate amount of Additional Interest rate on the Notes may not accruing exceed at any one time in the aggregate 1.001.0% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes Securities tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a 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 (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date 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, 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.of
Appears in 1 contract
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, as liquidated damages and as the sole and exclusive remedy rule therefor, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):below:
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date, then, commencing on the 31st day after the Issue Date, Additional Interest shall accrue on the Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 60 days immediately following commencing on the Filing 31st day after the Issue Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 9030-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 91st day after the Filing Date, Additional Interest shall accrue on the Notes included or which should have been included in such Registration Statement over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 30 days immediately following commencing on the Effectiveness 91st day after the Filing Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 9030-day period;; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 120th day after the Effectiveness Date, Filing Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, consummated or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, (over and above any stated interest, interest otherwise payable on such Notes) at a rate of 0.250.50% per annum of for the principal amount of such Notes first 30 days commencing on (wx) the 31st Business Day 121st day after the Effectiveness DateFiling Date with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (xy) the date day the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (yz) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each such subsequent 9030-day periodperiod (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note); provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes any affected Note may not exceed at any one time in the aggregate 1.002.0% per annum; and provided provided, further, however, that (1) upon the filing of the Exchange Registration Statement or Initial a Shelf Registration (in the case of clause (i) aboveof this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or Initial the Shelf Registration (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) aboveof this Section 4(a)), or upon the effectiveness of a the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) aboveof this Section 4(a)), Additional Interest on the affected Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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"). The Company shall pay the Additional Interest 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 other indenture), sums sufficient to pay the Additional Interest then due. Any amounts of Additional Interest due pursuant to clause clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Notes in cash, cash semi-annually on the dates and in the manner provided in each interest payment date specified by the Indenture and whether (or not any cash such other indenture) to the record holders entitled to receive the interest would then payment to be payable made on such date, commencing . Commencing with the first such semi-annual date 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 Notesaffected Registrable Notes of such Holders, 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.
Appears in 1 contract
Sources: Registration Rights Agreement (National Tobacco Co Lp)
Additional Interest. (a) Each Issuer The Company and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Company fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Company agrees to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial a Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto (i.e., 150 days after the Issue Date) or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 45th day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that date on which the Exchange Offer is consummated, Registration Statement relating thereto was declared effective or (CB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 46th day after the Effectiveness Datesuch effective date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.001.0% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers the Company shall notify the Trustee within 3 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on each and (to the holders of record on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") ------------------- under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 30th day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that date on which the Exchange Offer is consummated, Registration Statement relating thereto was declared effective or (CB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day day after the Effectiveness Datesuch effective date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that ;
(1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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"). Any amounts of Additional ---------- Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will shall be payable in cash, cash semi-annually on each interest payment date with respect to the Notes (to the Holders of record on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such daterecord date with respect thereto), commencing with the first such semi-annual date 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 Registrable Notes, 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.twelve
Appears in 1 contract
Sources: Registration Rights Agreement (Everest One Ipa Inc)
Additional Interest. (a) Each The Issuer and each Subsidiary Guarantor acknowledges and agrees the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Issuer fails to fulfill its material obligations under Section 2 or Section 3 hereof hereto and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers and the Subsidiary Guarantors agree Issuer agrees to pay pay, as liquidated damages, in accordance with Section 4(b) below, additional cash interest on the Notes Securities ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest Accreted Value of the Securities at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest Accreted Value of the Securities at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Issuer has not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 180th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date Effectiveness Period (other than during any Blackout Period relating to such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementRegistration), then Additional Interest shall accrue on the Notes, over and above any stated interest, Accreted Value of the Securities at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 181st day after the Effectiveness Issue Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that (1) the Additional Interest will rate on the Securities may not accrue under more than one of the foregoing clauses (i), (ii) or - (iii) at any one time; provided further, however, that time and at no time shall the maximum Additional Interest rate on the Notes may not aggregate amount of additional interest accruing exceed at any one time in the aggregate 1.001.5% per annum; annum and provided further, however, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of Additional Interest shall not accrue under clause (iii)(B) above), or upon above during the effectiveness of a 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 (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date 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, 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.continuation of
Appears in 1 contract
Sources: Registration Rights Agreement (Advanced Accessory Holdings Corp)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 Issuers agree, to pay, jointly and the Subsidiary Guarantors agree to pay severally, as liquidated damages, additional cash interest on the Notes ("Additional InterestADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-90 day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-90 day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 45th day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that date on which the Exchange Offer is consummated, Registration Statement relating thereto was declared effective or (CB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 46th day after the Effectiveness Datesuch effective date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-90 day period; providedPROVIDED, howeverHOWEVER, that the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or (iiii)-(iii) at any one time; provided further, however, that time and at no time shall the maximum Additional Interest rate on the Notes may not aggregate amount of additional interest accruing exceed at any one time in the aggregate 1.001.0% per annum; and provided furtherPROVIDED, howeverFURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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 DateEVENT DATE"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on the dates each June 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date 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, 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.December
Appears in 1 contract
Sources: Registration Rights Agreement (Big Flower Digital Services Delaware Inc)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 Issuers agree, to pay, jointly and the Subsidiary Guarantors agree to pay severally, as liquidated damages, additional cash interest on the Notes ("Additional InterestADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-90 day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-90 day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 45th day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that date on which the Exchange Offer is consummated, Registration Statement relating thereto was declared effective or (CB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 46th day after the Effectiveness Datesuch effective date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-90 day period; providedPROVIDED, howeverHOWEVER, that the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or (iiii)-(iii) at any one time; provided further, however, that time and at no time shall the maximum Additional Interest rate on the Notes may not aggregate amount of additional interest accruing exceed at any one time in the aggregate 1.001.0% per annum; and provided furtherPROVIDED, howeverFURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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 DateEVENT DATE"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each June 15 and December 15 (to the holders of record on the dates June 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on December 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") ------------------- under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% 0.50'-. per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% 0.5006 per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 45th day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that date on which the Exchange Offer is consummated, Registration Statement relating thereto was declared effective or (CB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 46th day after the Effectiveness Datesuch effective date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that ;
(1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i4) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in it the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 Business Days 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"). Any amounts of ---------- Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will shall be payable in cash, cash semi-annually on each interest payment date with respect to the Notes (to the Holders of record on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such daterecord date with respect thereto), commencing with the first such semi-annual date 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 Registrable Notes, 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.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with on or prior to the SEC applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then commencing on the day after any such Filing 13 -12- Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25.25% per annum of the principal amount of such Notes for the first 90 days immediately following the each such Filing Date, such Additional Interest rate increasing shall increase by an additional 0.25.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after the applicable Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and the rate of such Additional Interest rate increasing shall increase by an additional 0.25.25% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 45th day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that date on which the Exchange Offer is consummated, Registration Statement relating thereto was declared effective or (CB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date Effectiveness Period (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement), then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.25.25% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 46th day after the Effectiveness Datesuch effective date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (DB) above, such Additional Interest rate increasing shall increase by an additional 0.25.25% per annum at the beginning of each such subsequent 90-day period; providedperiod (it being understood and agreed that, howevernotwithstanding any provision to the contrary, so long as any Note that is the subject of a Shelf Notice is then covered by an effective Shelf Registration, no Additional Interest will not shall accrue under more than one of the foregoing clauses (ior accumulate on such Notes), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that (1) upon the filing of the Exchange Registration Statement or Initial applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4(a)), (2) upon the effectiveness of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4(a), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4(a)), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrueaccrue or accumulate, as the case may be.
(b) The Issuers shall notify the Trustee (who shall be acting under and protected by the terms of the Indenture) within 3 Business Days 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will shall be payable in cash, cash semiannually on each January 1 and July 1 (to the holders of record on the dates December 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on June 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable rate of 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 rate of 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Roma Fort Worth Inc)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, jointly and severally, as liquidated damages, additional cash interest on the Notes Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 30th day after the Effectiveness Date, Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Securities at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day day after the Effectiveness Issue Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest will rate on the Securities may not accrue under more than one of the foregoing clauses (i), (ii) or - (iii) at any one time; provided further, however, that time and at no time shall the maximum Additional Interest rate on the Notes may not aggregate amount of additional interest accruing exceed at any one time in the aggregate 1.002.0% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes Securities for all Notes Securities tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cashcash quarterly on each March 15, June 15, September 15 and December 15 (to the holders of record on the dates March 1, June 1, September 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on December 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 NotesRegistrable Securities, 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 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Company and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Issuers Company or any Subsidiary Guarantor fails to fulfill its 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, the Issuers Company and the Subsidiary Guarantors agree to pay additional cash interest on the Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration Statement has been filed with the SEC on or prior to the Filing DateDate or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the date required by this Agreement, then, commencing on the day after either such required filing date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Datesuch filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period, subject to the provisos in the last sentence of this paragraph;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration Statement is declared effective by the SEC on or prior to the Effectiveness Date, (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is 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, then, commencing on the day after either such required effective date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Datesuch effective date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;, subject to the provisos in the last sentence of this paragraph; or
(iii) if (A) the Issuers Company (and any Subsidiary Guarantor) have has not exchanged Exchange Notes for all Notes validly tendered and not withdrawn in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days date that is 45 days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective or usable in connection with resales of the Notes at any time prior to the second anniversary of the Closing Issue Date (other than during a Blackout Period or after such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days), or (DC) pending the announcement of a material corporate transaction, the Issuers we issue a written valid notice pursuant to Section 5(e)(v) or (vi) that a suspend the use of the Prospectus included in any Shelf Registration Statement or Exchange Registration Statement is unusable and such suspension, when taken together with all other suspensions, if any (but solely to the aggregate number of days in extent not concurrent), during any 365-day 12 month period for which all such notices issued or required to be issuedexceeds 90 days, have been, or were required to bethen, in effect exceeds 120 days in the aggregate or 30 days consecutivelyeach case, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, principal amount of the Notes over and above any stated interest, interest at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on (wx) the 31st Business Day 46th day after the Effectiveness Date, in the case of clause (A) above, or (xy) the date the Exchange day such Shelf Registration Statement ceases to be effective without being declared effective again within 30 daysor useable, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Prospectus in any Shelf Registration Statement or Shelf Registration ceases to be usable is suspended for any period in excess of 90 Days during any 12-month period, in the case of clause (DC) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period, subject to the provisos in the last sentence of this paragraph; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum amount of Additional Interest rate accruing on the Notes may shall not exceed at any one time in the aggregate 1.001.0% per annum; and provided further, however, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration Statement (in the case of clause (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or (4) upon the effectiveness of the Exchange a Shelf Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) above), or (5) upon the effectiveness of a day the Prospectus in any Shelf Registration Statement the use of which had ceased to remain effective was previously suspended may be used again (in the case of clause (iii)(C) above), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Company shall notify the Trustee within 3 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"”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date 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, 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Broadview Networks Holdings Inc)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, jointly and severally, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Registrable Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Registrable Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 45th day after the applicable Effectiveness Date, Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes not so exchanged in the case of (A) or the Registrable Notes in the case of (B) at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 46th day after the applicable Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or - (iii) at any one time; provided further, however, that time and at no time shall the maximum aggregate amount of Additional Interest rate on the Notes may not accruing exceed at any one time in the aggregate 1.002.0% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Issuer shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Issuers shall notify the Trustee within 3 one Business Days 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each October 1 and April 1 (to the holders of record on the dates September 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on March 15 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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 360-360 day year comprised of twelve 30-30 day months and, in the case 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 (Omega Healthcare Investors Inc)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, jointly and severally, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to earlier of the time that 195th day following the Acquisition Date and the 45th day from date the Exchange Offer is consummated, Registration Statement was declared effective or (CB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) the earlier of the principal amount of such Notes commencing on (w) 195th day following the 31st Business Day after Acquisition Date and the Effectiveness Date46th day from date the Exchange Offer Registration Statement was declared effective, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or - (iii) at any one time; provided further, however, that time and at no time shall the maximum aggregate amount of Additional Interest rate on the Notes may not accruing exceed at any one time in the aggregate 1.002.0% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each June 15 and December 15 (to the holders of record on the dates June 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on December 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 Issuers agree, to pay, jointly and the Subsidiary Guarantors agree to pay severally, as liquidated damages, additional cash interest on the Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-90 day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-90 day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 45th day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that date on which the Exchange Offer is consummated, Registration Statement relating thereto was declared effective or (CB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 46th day after the Effectiveness Datesuch effective date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-90 day period; provided, however, that the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or (iiii)-(iii) at any one time; provided further, however, that time and at no time shall the maximum Additional Interest rate on the Notes may not aggregate amount of additional interest accruing exceed at any one time in the aggregate 1.001.0% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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"”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each October 1 and April 1 (to the holders of record on the dates September 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on March 15 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes Securities will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 Issuers, jointly and the Subsidiary Guarantors severally, agree to pay pay, as liquidated damages, additional cash interest on the Notes Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effecteffect and shall not be duplicative except as otherwise provided below):
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date, Additional Interest shall accrue on the Notes Registrable Securities over and above any the stated interest at a rate of 0.25.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25.25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes Registrable Securities included or which should have been included in such Registration Statement over and above any the stated interest at a rate of 0.25.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25.25% per annum at the beginning of each subsequent 90-day period;; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Date, Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, consummated or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, Registrable Securities (over and above any the stated interest, interest rate otherwise payable on the Registrable Securities) at a rate of 0.25.25% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 151st day after the Effectiveness Issue Date, in the case of (A) above, or (xy) the date day the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (yz) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.001.0% per annum; and provided provided, further, however, that (1) upon the filing of the Exchange Registration -------- ------- Statement or Initial a Shelf Registration as required hereunder (in the case of clause (i) aboveof this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or Initial the Shelf Registration as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of Exchange Notes Securities for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) aboveof this Section 4), or upon the effectiveness of a the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) aboveof this Section 4), Additional Interest on the Notes Registrable Securities as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. It is understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement (regardless of whether a Blocking Period is in effect), no Additional Interest shall accrue on such Registrable Security.
(b) The Issuers Company shall notify the Trustee within 3 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"). Any amounts of The Issuers shall pay the Additional Interest due pursuant to clause (a)(i)on the Registrable Securities by depositing with the Trustee, (a)(ii) or (a)(iii) in trust, for the benefit of this Section 4 will be payable in cashthe Holders thereof, on or before the dates and applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the manner provided in the Indenture and whether or not any cash interest would Additional Interest then due to Holders of Registrable Securities. The Additional Interest amount due shall be payable on each such datedate to the record Holder of Registrable Securities on the April 15 or October 15, commencing with as the first case may be, immediately preceding such semi-annual interest payment date occurring after any such Additional Interest commences to accrue(or the calendar date which would be a semi-annual interest payment date if cash interest were then payable on the Registrable Securities). The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount at maturity of the Notesaffected Registrable Securities of such Holders, 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 elapsedelapsed including the first day but excluding the last day of such period), and and, the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, an Exchange Offer to be consummated or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set ------------------- forth below (each of which shall be given independent effectwithout duplication):
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 121st day after the Issue Date, Additional Interest shall accrue be accrued on the Notes included or that should have been included in such Registration Statement over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 150th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, consummated or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue be accrued on the Notes, Notes (over and above any stated interest, interest otherwise payable on the Notes) at a rate of 0.250.50% per annum of the principal amount of such Notes commencing on (wx) the 31st Business Day 151st day after the Effectiveness Datesuch effective date, in the case of (A) above, or (xy) the date day the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, five business days in the case of clause (B) above, or (yz) the day such Shelf Registration ceases to be effective effective, in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; providedperiod (it being understood and agreed that, howevernotwithstanding any provision to the contrary, so long as any Note that is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest will not shall accrue under more than one of the foregoing clauses (ion such Note), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that ;
(1) upon the filing of the Exchange Registration Statement or Initial a ------- Shelf Registration (in the case of clause (i) aboveof this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or Initial the Shelf Registration (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) aboveof this Section 4(a), ) or upon the effectiveness of a the Shelf Registration which that had ceased to remain effective (in the case of (iii)(C) aboveof this Section 4(a)), Additional Interest on the affected Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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"). Any amounts of Additional ---------- Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on each January 15 and July 15 (to the holders of record on the dates close of business on the January 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on July 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Cambridge Industries Inc /De)
Additional Interest. (a) Each Issuer and each Subsidiary Guarantor acknowledges and agrees that In the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree to pay additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):event that:
(i) if neither the Exchange a Shelf Registration Statement nor the Initial Shelf Registration has been is not filed with the SEC or designated as such by the Company on or prior to the Filing DateDeadline pursuant to Section 2(a)(i), then additional interest (“Additional Interest Interest”) shall accrue on the Notes over and above any stated interest principal amount of the Securities at a rate of equal to 0.25% per annum 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 such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodSecurities;
(ii) if neither the Exchange (x) a Shelf Registration Statement nor is not declared effective by the Initial SEC, or (y) if the Company shall have designated a previously filed and effective Automatic Shelf Registration is declared effective 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 Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice Deadline pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement2(a)(i), then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Securities at a rate of equal to 0.25% per annum 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 such Notes commencing on the Securities;
(wiii) following the 31st Business Day after the Effectiveness Effective Date, in the case of (A) abovethe Company fails to make any filing required pursuant to Section 2(a)(iii) hereof prior to the Filing Deadline applicable thereto, or (xB) in the date 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 Exchange Effectiveness Deadline applicable thereto, then Additional Interest shall accrue on the principal amount of the Securities 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 Securities;
(iv) following the Effective Date, a Shelf Registration Statement ceases to be effective (without being declared 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 again 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), then Additional Interest shall accrue on the principal amount of the Securities 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 Securities;
(v) any Suspension Period or Periods exceed 30 daysdays 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 Securities 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 Securities; 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 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 Securities held by such Holder at a rate equal to 0.25% per year for the first 90-day period from the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and thereafter at a rate per year of 0.50% of the principal amount of the Securities held by such Holder; provided, however, that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and provided, further, that Additional Interest on the principal amount of the Securities as a result thereof shall cease to accrue:
(1) upon the filing or designation of a Shelf Registration Statement (in the case of clause (Bi) above, or );
(y2) upon the day such Shelf Registration ceases to be effective Effective Date (in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or above);
(iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that (13) upon the filing of a supplement to the Exchange Prospectus, a post-effective amendment or an additional Shelf Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), ) or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective Effective Date (in the case of clause (iii)(B) above), or ;
(4) upon such time as the effectiveness of a Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement usable for resales again becomes effective and usable for resales (in the case of clause (iii)(Div) 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 may be, shall cease to accrue.of clause (v) above); or
(b6) The Issuers shall notify upon the Trustee within 3 Business Days after each time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and every date on which an event occurs Prospectus in respect accordance with applicable law (in the case of which Additional Interest is required to be paid clause (an "Event Date"vi) above). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(iiSection 2(e) or (a)(iii) of this Section 4 will be payable semi-annually in cash, arrears in cash on the dates and in the manner provided in the Indenture and whether or not any cash next succeeding interest would then be payable on such date, commencing with the first such semi-annual payment date occurring after any to Holders entitled to receive such Additional Interest commences to accrueon the relevant record dates for the payment of interest. The amount of Notwithstanding any provision in this Agreement, in no event shall Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount accrue to holders of Common Shares issued upon conversion of the Notes, multiplied by a fraction. If any Note ceases to be outstanding during any period for which Additional Interest are accruing, the numerator of which is Company will prorate the number of days such Additional Interest rate was applicable during payable with respect to such period (determined Note. Additional Interest shall represent the sole entitlement of the Holders to money damages relating to the failure of the Company to file or otherwise designate a Shelf Registration Statement with the SEC on or prior to 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 360Filing Deadline.
Appears in 1 contract
Sources: Registration Rights Agreement (Acadia Realty Trust)
Additional Interest. (a) Each Issuer The Company and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Company fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Company agrees to pay pay, as liquidated damages, additional cash interest on the Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 210th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes which are required to be registered under the applicable Exchange Offer Registration Statement or Shelf Registration Statement at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 210th day after the Effectiveness Issue Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or - (iii) at any one time; provided further, however, that time and at no time shall the maximum Additional Interest rate on the Notes may not aggregate amount of additional interest accruing exceed at any one time in the aggregate 1.001.0% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) above), of this Section 4) or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Company shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Issuers Company shall notify the Trustee within 3 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"”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, in each case, semiannually on each April 1 and October 1 (to the holders of record on the dates March 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on September 15 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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 360-360 day year comprised of twelve 30-30 day months and, in the case 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 (Istar Financial Inc)
Additional Interest. (a) Each Issuer The Company and each Subsidiary Guarantor acknowledges and agrees the Initial Purchaser agree that the Holders of affected Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Company fails to fulfill its 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, the Issuers Company agrees to pay, as liquidated damages and as the Subsidiary Guarantors agree to pay sole and exclusive remedy therefor, additional cash interest on the affected Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):below:
(i) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been is not filed with the SEC within 45 days following the Issue Date Additional Interest shall accrue on or prior the Notes to be exchanged pursuant to the Filing Exchange Offer Registration Statement over and above the stated interest at a rate of 0.50% per annum for the first 30 days commencing on the 46th day after the Issue Date such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period;
(ii) if the Shelf Registration Statement is not filed with the SEC within 45 days following receipt by the Company of a Shelf Request, Additional Interest shall accrue on the Shelf Notes that are the subject of a Shelf Request over and above the stated interest at a rate of 0.50% per annum for the first 30 days commencing on the 46th day after the receipt by the Company of the Shelf Request, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period;
(iii) if the Exchange Offer Registration Statement is not declared effective within 120 days following the Issue Date, Additional Interest shall accrue on the Notes to be exchanged pursuant to the Exchange Offer Registration Statement over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following commencing on the Filing 121st day after the Issue Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iiiv) if neither the Exchange Shelf Registration Statement nor the Initial Shelf Registration is not declared effective on or prior to within 120 days following receipt by the Effectiveness DateCompany of a Shelf Request, Additional Interest shall accrue on the Shelf Notes that are included in the Shelf Registration Statement over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following commencing on the Effectiveness Date121st day after the receipt by the Company of the Shelf Request, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iiiv) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 180 days after the Effectiveness Date, Issue Date or (B) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, over and above any the stated interest, interest at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on (wx) the 31st Business Day 181st day after the Effectiveness DateIssue Date with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (xy) the date day the Exchange Offer Registration Statement ceases to be effective without being declared effective again within 30 days, in or usable for its intended purpose with respect to the case of clause (B) above, or (y) the day such Shelf Registration ceases Notes to be effective exchanged pursuant to the Exchange Offer Registration Statement in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (DB) above, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;
(vi) if 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, then Additional Interest shall accrue on the Shelf Notes remaining unsold that were included in the Shelf Registration Statement over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes under clauses (i) through (vi) above may not exceed at any one time in the aggregate 1.002.0% per annum; and provided further, however, that (1) upon the filing of the Exchange Offer Registration Statement or Initial Shelf Registration Statement (in the case of clauses (i) or (ii) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial Shelf Registration Statement (in the case of clauses (iiiii) or (iv) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(Av)(A) above), or upon the effectiveness of the Exchange Offer Registration Statement that which had ceased to remain effective (in the case of clause (iii)(Bv)(B) above), or upon the effectiveness of a the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(Cvi) above), Additional Interest on the applicable Notes or Shelf Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Company shall notify the Trustee within 3 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"). The Company shall pay the Additional Interest 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 other indenture), sums sufficient to pay the Additional Interest then due. Any amounts of Additional Interest due pursuant to clause subsection (a)(i), (a)(ii) or (a)(iiia) of this Section 4 will be payable to the Holders of affected Notes in cash, cash semi-annually on the dates and in the manner provided in each interest payment date specified by the Indenture and whether (or not any cash such other indenture) to the record holders entitled to receive the interest would then payment to be payable made on such date, commencing with the first such semi-annual date 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 Notesaffected Registrable Notes of such Holders, 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.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Mediaamerica Inc)
Additional Interest. (a) Each The Issuer and each Subsidiary Guarantor acknowledges the Company and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails Issuer and the Company fail to fulfill its material 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 Issuers and the Subsidiary Guarantors agree Issuer agrees to pay as liquidated damages, additional cash interest on the Notes (the "Additional Interest") under the circumstances and to the extent set forth below as follows (each of which shall be given independent effectwithout duplication):
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration Statement has been filed with the SEC on or prior to the Filing DateDate or (B) notwithstanding that the Issuer and the Company have consummated or will consummate an Exchange Offer, the Issuer and the Company are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the Filing Date applicable thereto, then commencing on the day after either such required filing date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the Filing Datebeginning of each subsequent 90 day period; or
(ii) if (A) neither the Exchange Registration Statement nor the Shelf Registration Statement has been declared effective on or prior to 180 days after the Issue Date or (B) notwithstanding that the Issuer and the Company have consummated or will consummate an Exchange Offer, the Issuer and the Company 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, then, commencing on the first day after the 180th day following the Issue Date or the day after the 90th day such Shelf Registration Statement was filed, as the case may be, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or;
(iiiii) if neither (A) the Issuer and the Company have not exchanged the Exchange Registration Statement nor Notes for all Notes validly tendered in accordance with the Initial Shelf Registration is declared effective terms of the Exchange Offer on or prior to the Effectiveness Date210th day after the Issue Date 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 second anniversary of its effective date (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following commencing on (x) the Effectiveness 211th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of (B) above, such Additional Interest rate by increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that (1) upon the filing of the Exchange Registration Statement or Initial a Shelf Registration Statement (in the case of (i) aboveSection 4(a)(i)), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration Statement (in the case of (ii) aboveSection 4(a)(ii)), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) aboveSection 4(a)(iii)(A)), or upon the effectiveness of the Exchange Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(C) aboveSection 4(a)(iii)(B)), Additional Interest Liquidated Damages on the Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above)Section, as the case may be, shall cease to accrueaccrue and the interest rate borne by the registrable notes will be reduced to the original interest rate.
(b) The Issuers Issuer and the Company shall notify the Trustee within 3 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"). Any amounts ---------- of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each February 15 and August 15 (to the dates holders of record on February 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such dateAugust 1), commencing with the first such semi-annual date 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 Registrable Notes, 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.
Appears in 1 contract
Sources: Registration Rights Agreement (BRL Universal Equipment Corp)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes Securities will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 Issuers and the Subsidiary Guarantors agree to pay pay, as liquidated damages, additional cash interest on the Notes Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effectwithout duplication):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been filed with on or prior to 90 days after the SEC Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Notes Securities over and above any the stated interest at a rate of 0.250.5% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.250.5% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement is declared effective by the SEC on or prior to 180 days after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers 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 Effectiveness Date90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.5% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Dateeach such filing date, such Additional Interest rate increasing by an additional 0.250.5% per annum at the beginning of each subsequent 90-day period;; and
(iii) if either (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 210th day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that date on which the Exchange Offer Registration Statement was declared effective; provided, however, that if such 210th day would otherwise fall on a day that is consummatednot a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (CB) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of the Closing Issue Date (other than after such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement), then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.5% per annum of for the principal amount of such Notes first 90 days commencing on (wx) the 31st Business Day 211th day after the Effectiveness Datesuch effective date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration Statement ceases to be effective effective, in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (DB) above, such Additional Interest rate increasing by an additional 0.250.5% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest will rate on the Securities may not accrue under more than one of the foregoing clauses (i), (ii) or through (iii) of this Section 4(a) at any one time; provided further, however, that the maximum same time and at no time shall the aggregate amount of Additional Interest rate on the Notes may not accruing exceed at any one time in the aggregate 1.001.0% per annum; and provided provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or Initial a Shelf Registration Statement (in the case of clause (i) aboveof this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the Shelf Registration Statement (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of Exchange Notes Securities for all Notes Securities tendered (in the case of clause (iii)(A) aboveof this Section 4(a)), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) aboveof this Section 4(a), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Notes Securities as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 one Business Days 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cashcash semi-annually on each January 1 and July 1, commencing January 1, 2004, (to the holders of record on the December 15 and June 15 immediately preceding such dates), the same original interest dates and in as the manner provided in the Indenture and whether or not any cash interest would then be payable on such dateSecurities, commencing with the first such semi-annual date 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 NotesRegistrable Securities, 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 consisting 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.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Company and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Company fails to fulfill its material obligations under Section Sections 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers and the Subsidiary Guarantors agree Company agrees to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):below:
(i) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been filed with the SEC on or prior to the Filing Date, then, commencing on the 91st day after the Issue Date, Additional Interest shall accrue on the Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 211th day following the Issue Date, Additional Interest shall accrue on the Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer and not withdrawn on or prior to the 30 Business Days 255th day after the Effectiveness Date, Issue Date or (B) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, consummated or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any the stated interestinterest otherwise payable on such Notes, at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on (wx) the 31st Business Day 256th day after the Effectiveness Date, Issue Date with respect to the Notes validly tendered and not exchanged by the Company in the case of (A) above, or (xy) the date day the Exchange Offer Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (yz) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day periodperiod (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note); provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes any affected Note may not exceed at any one time in the aggregate 1.001.5% per annum; and provided provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or Initial a Shelf Registration (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the Shelf Registration Statement (in the case of clause (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered and not validly withdrawn (in the case of clause (iii)(A) above), ) or upon the effectiveness of the Exchange Offer Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a 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 (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Company shall notify the Trustee within 3 Business Days 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"). Any amounts of Additional Interest due pursuant to clause clauses (a)(i), (a)(iiii) or (a)(iiiiii) of this Section 4 above will be payable to the Holders of affected Notes in cash, on the dates and same Interest Payment Dates as specified in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrueNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the NotesNotes of such Holders, 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Anchor Glass Container Corp /New)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effectwithout duplication):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after such applicable Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest so affected at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the each such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day following the date such Shelf Registration was filed, then, commencing on such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest so affected at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 45th day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that date on which the Exchange Offer is consummated, Registration Statement relating thereto was declared effective or (CB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date Effectiveness Period (other than after such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement), then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes so affected at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 46th day after the Effectiveness Datesuch effective date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (DB) above, such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes any affected Note may not exceed at any one time in the aggregate 1.001.0% per annum; and provided provided, further, however, that (1) upon the filing of the Exchange Registration Statement or Initial a Shelf Registration (in the case of clause (i) aboveof this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or Initial the Shelf Registration (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4(a)), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on each June 15 and December 15 (to the holders of record on the dates June 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on December 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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 consisting 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Penn National Gaming Inc)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, as the sole liquidated damages for such failure, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):below:
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date, then, commencing on the 61st day after the Issue Date, Additional Interest shall accrue on the Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 30 days immediately following commencing on the Filing 61st day after the Issue Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 9030-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 91st day after the Filing Date, Additional Interest shall accrue on the Notes included or which should have been included in such Registration Statement over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 30 days immediately following commencing on the Effectiveness 91st day after the Filing Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 9030-day period;; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 120th day after the Effectiveness Date, Filing Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, consummated or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, (over and above any stated interest, interest otherwise payable on such Notes) at a rate of 0.250.50% per annum of for the principal amount of such Notes first 30 days commencing on (wx) the 31st Business Day 121st day after the Effectiveness DateFiling Date with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (xy) the date day the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (yz) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each such subsequent 9030-day period; provided, however, that Additional Interest will not accrue under more than one of in any event the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the any affected Notes may not exceed at any one time in the aggregate 1.001.5% per annum; and provided provided, further, however, that (1) upon the filing of the Exchange Registration Statement or Initial a Shelf Registration (in the case of clause (i) aboveof this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or Initial the Shelf Registration (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) aboveof this Section 4(a)), or upon the effectiveness of a the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) aboveof this Section 4(a)), Additional Interest on the affected Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 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"). The Company shall pay the Additional Interest 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 other indenture), sums sufficient to pay the Additional Interest then due. Any amounts of Additional Interest due pursuant to clause clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Notes in cash, cash semi-annually on the dates and in the manner provided in each interest payment date specified by the Indenture and whether (or not any cash such other indenture) to the record holders entitled to receive the interest would then payment to be payable made on such date, commencing with the first such semi-annual date 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 Notesaffected Registrable Notes of such Holders, 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Central Michigan Distribution Co Lp)
Additional Interest. (a) Each Issuer The Company and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes Securities will suffer damages if the Issuers or any Subsidiary Guarantor Company fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Company agrees to pay pay, as liquidated damages, additional cash interest on the Notes Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effecteffect and shall not be duplicative):
(iA) if neither the Exchange Registration Statement nor the Initial Shelf Registration Statement has been filed with the SEC on or prior to the Filing DateDate or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the Filing Date applicable thereto, Additional Interest shall accrue on the Notes Registrable Securities over and above any the stated interest at a rate of 0.25.25% per annum of the principal amount of such Notes for the first 90 days immediately following the applicable Filing Date, such Additional Interest rate increasing by an additional 0.25.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration Statement is declared effective by the SEC on or prior to the Effectiveness DateDate or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to Effectiveness Date in respect of such Shelf Registration Statement, Additional Interest shall accrue be accrued on the Notes Registrable Securities included or which should have been included in such Registration Statement over and above any the stated interest at a rate of 0.25.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25.25% per annum at the beginning of each subsequent 90-day period;; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Date, Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, consummated or (C) if applicable, a the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to during the second anniversary of the Closing Date Effectiveness Period (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of during a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementBlack Out Period), then Additional Interest shall accrue be accrued on the Notes, Registrable Securities (over and above any stated interest, interest otherwise payable on the Registrable Securities) at a rate of 0.25.25% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 180th day after the Effectiveness Issue Date, in the case of (A) above, or (xy) the date day the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (yz) the day such Shelf Registration Statement ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes Registrable Securities may not exceed at any one time in the aggregate 1.001.0% per annum; and provided provided, further, however, that (1) upon the filing of the Exchange Registration Statement or Initial a Shelf Registration Statement as required hereunder (in the case of clause (i) aboveof this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of Exchange Notes Securities for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) aboveof this Section 4), or upon the effectiveness of a the Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(C) aboveof this Section 4), Additional Interest on the Notes Registrable Securities as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Company shall notify the Trustee within 3 Business Days 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"). Any amounts of The Company shall pay the Additional Interest due pursuant to clause (a)(i)on the Registrable Securities by depositing with the Trustee, (a)(ii) or (a)(iii) in trust, for the benefit of this Section 4 will be payable in cashthe Holders thereof, on or before the dates and applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the manner provided in the Indenture and whether or not any cash interest would Additional Interest then due to Holders of Registrable Securities. The Additional Interest amount due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date, commencing with date as set forth in the first such semi-annual date occurring after any such Additional Interest commences to accrueIndenture. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notesaffected Registrable Securities of such Holders, 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 and, the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration Statement or Exchange Offer to be filed or declared effective, or a Shelf Registration Statement to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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, each of the Issuers and the Subsidiary Guarantors agree agrees to pay pay, as liquidated damages, additional cash interest on the Registrable Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing DateDate or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 120th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 121st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above any the stated interest at a rate of 0.251.0% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing DateDate or such 120th day, as the case may be, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above any the stated interest at a rate of 0.251.0% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; and
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Company has not exchanged Exchange Notes for all Notes validly tendered and not withdrawn in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 255th day after the Effectiveness Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that consummation of the Exchange Offer is consummated, or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date Effectiveness Period (other than such time as all Notes have been disposed a result of thereunderthe imposition of any Suspension Period in compliance with the penultimate paragraph of Section 5 of this Agreement) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, Registrable Notes over and above any the stated interest, interest at a rate of 0.251.0% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 256th day after the Effectiveness Date, Issue Date in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Registrable Notes may not exceed at any one time in the aggregate 1.002.0% per annum; and provided further, however, further that (1) upon the filing of the Exchange Registration Statement or Initial each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial each Shelf Registration Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above), ) or upon the effectiveness of the an Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) and (C) above), Additional Interest on the any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 one Business Days 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"”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date 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 NotesNotes subject thereto, 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 elapsedmonths), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Jacobs Entertainment Inc)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with on or prior to 120 days after the SEC Issue Date or (B) notwithstanding that the issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the each such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 30th day after the Effectiveness Dateeffective date of the Exchange Offer Registration Statement, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 daysEffectiveness Period, or (DC) pending the announcement of a material corporate transaction, the Issuers issue effect a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementSuspension Period, then in each case, Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day day after the Effectiveness Issue Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above or (z) day such Suspension Period commences in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or (iiii)-(iii) at any one time; provided further, however, that time and at no time shall the maximum aggregate amount of Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.001.50% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) aboveabove of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon (X) the exchange of the applicable Exchange Notes for all Notes Securities tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(Biii)(A) aboveof this Section 4), or upon (Y) the effectiveness of a the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4(a)) or (Z) the termination of the Suspension Period (in the case of clause (iii)(A) of this Section 4(a)), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 Business Days 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cashcash semiannually on each February 1 and August 1, to the Holders on the dates January 15 and in the manner provided in the Indenture and July 15 (whether or not any cash interest would then be payable on a business day) immediately preceding such datedates, commencing with the first such semi-annual date 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, 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.to
Appears in 1 contract
Additional Interest. (a) Each The Issuer and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor Issuer fails to fulfill its 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, the Issuers and the Subsidiary Guarantors agree Issuer agrees to pay pay, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after the Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 180th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementEffectiveness Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 180th day after the Effectiveness such Issue Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day periodperiod (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note which is the subject of the Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note); provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.001.0% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes validly tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers Issuer shall notify the Trustee within 3 Business Days 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"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each June 15 and December 15 (to the holders of record on the dates June 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on December 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Gaylord Container Corp /De/)
Additional Interest. (a) Each Issuer The Issuers and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails fail to fulfill its material 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 and the Subsidiary Guarantors agree to pay pay, jointly and severally, as liquidated damages, additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or
(iii) if (A) the Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days 180th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the second anniversary of the Closing Date Effectiveness Period (other than during any Blackout Period relating to such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration StatementRegistration), then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 31st Business Day 181st day after the Effectiveness Issue Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (CB) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that (1) the Additional Interest will rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or (iiii)-(iii) at any one time; provided further, however, that time and at no time shall the maximum Additional Interest rate on the Notes may not aggregate amount of additional interest accruing exceed at any one time in the aggregate 1.002.0% per annumannum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the continuation of a Blackout Period; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or Initial the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) aboveof this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within 3 two 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), (a)(ii) or (a)(iiia) of this Section 4 will be payable in cash, cash semiannually on each February 15 and August 15 (to the holders of record on the dates February 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on August 1 immediately preceding such datedates), commencing with the first such semi-annual date 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 Registrable Notes, 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 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
(c) No Additional Interest shall accrue with respect to Notes that are not Registrable Notes. For the avoidance of doubt, no Additional Interest shall accrue with respect to any Initial Notes under this Agreement.
(d) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes the sole damages that will be suffered by Holders of Registrable Notes by reason of the occurrence of any of the events described in Section 4(a)(i)-(iii) hereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Anchor Glass Container Corp /New)