Additional Interest. (a) The Issuers and the Guarantors acknowledge and agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if: (i) (A) neither the Exchange Registration Statement nor a 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 an Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day following the date such Shelf Registration was filed; or (ii) (A) the Issuers have not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period 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 on the Notes may not accrue under more than one of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Default. (b) The Issuers shall notify the Trustee within 5 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash, 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 Representatives acknowledge and agree that the Issuers will not be required to pay Additional Interest once the Notes become freely tradeable under Rule 144.
Appears in 2 contracts
Sources: Registration Rights Agreement (CyrusOne Inc.), Registration Rights Agreement (CyrusOne Inc.)
Additional Interest. (a) The Issuers and the Guarantors parties hereto acknowledge and agree that the Holders of New Notes will suffer damages if the Issuers or the Guarantors fail Company fails to fulfill their material perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, ifin the event that:
(i) (A) neither the Exchange Offer Registration Statement nor a Shelf Registration is declared effective by the SEC has not been filed on or prior to the Effectiveness Date 120th day after the Settlement Date, and the Company has not determined upon written advice of outside counsel that due to a change in law or (B) notwithstanding in applicable interpretations of the staff of the Commission, that the Issuers have consummated or will consummate an Company is not permitted to effect the Registered Exchange OfferOffer as provided in Section 3(a)(i);
(ii) the Registered Exchange Offer has not been completed within 250 days of the Settlement Date, the Issuers and the Guarantors are required Company has not determined upon written advice of outside counsel that due to file a change in law or in applicable interpretations of the staff of the Commission, that the Company is not permitted to effect the Registered Exchange Offer as provided in Section 3(a)(i);
(iii) the Shelf Registration and such Shelf Registration is Statement, if applicable, has not been declared effective by the SEC Commission on or prior to the 90th 150th day following after so required pursuant to Section 3 hereof;
(iv) after the date Exchange Offer Registration Statement has been declared effective, the Exchange Offer Registration Statement ceases to be effective or usable prior to the consummation of the Registered Exchange Offer (unless such Shelf ineffectiveness or inability to use the Exchange Offer Registration was filedStatement is cured within the 250-day period after the Settlement Date); or
(iiv) (A) the Issuers have not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which the Exchange Shelf Registration Statement was declared effective or (B) Statement, if applicable, has been declared effective, the Shelf Registration has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, usable for a period not to exceed 45 of time that exceeds 120 days in the aggregate in any three12-month period and not in which it is required to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders be effective under this Agreement; (each such event referred to in the foregoing clauses (i) through (v), a “Registration Default,”), then additional interest (“Additional Interest”) shall will accrue on the principal amount of the New Notes affected thereby (in addition to the stated interest on the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but not including, the date on which all filings, determinations, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum for the first 90 days commencing on the day following the while one or more Registration Default (which rate Defaults is continuing, and will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues payable at the same time, to accruethe same persons and in the same manner as ordinary interest, 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 until the date on which all filings, determinations, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the applicable New Notes will revert to the interest rate originally borne by such Additional Interest begins to accrue; provided, however, that New Notes.
(ab) The Company shall notify the Trustee immediately upon its knowledge of the happening of each and every Registration Default. The Company shall pay the Additional Interest due on the New Notes may by depositing with the Trustee (which shall not accrue under more than one be the Company for these purposes), in trust, for the benefit of the foregoing clauses (i) and (ii) at any one time and Holders entitled thereto, prior to 11:00 a.m. on the next interest payment date specified in no event will the global notes representing the applicable New Notes, sums sufficient to pay the Additional Interest accrue after then due. The Additional Interest due shall be payable on each interest payment date specified by the Effectiveness Period, (b) if a Holder is not able global notes representing the applicable New Notes to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be record holders entitled to receive any Additional Interest with respect the interest payment to its Notes; and be made on such interest payment date.
(c) The parties hereto agree that the Issuers Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of New Notes by reason of the happening of any Registration Default.
(d) All of the Company’s obligations set forth in this Section 5 shall survive the termination of this Agreement.
(e) Any Additional Interest under this Section 5 will constitute liquidated damages and will be the Guarantors will have no other liabilities exclusive remedy, monetary or otherwise, available to any holder of New Notes with respect to any Registration Default.
(b) The Issuers shall notify the Trustee within 5 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash, 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 Representatives acknowledge and agree that the Issuers will not be required to pay Additional Interest once the Notes become freely tradeable under Rule 144.
Appears in 2 contracts
Sources: Registration Rights Agreement (Verizon Communications Inc), Registration Rights Agreement (Verizon Communications Inc)
Additional Interest. (a) The Issuers Each Issuer and the Guarantors acknowledge each Subsidiary Guarantor acknowledges and agree agrees that the Holders of Registrable Notes will suffer damages if the Issuers or the Guarantors fail any Subsidiary Guarantor fails to fulfill their 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, if: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) (A) if neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by has been filed with the SEC on or prior to the Effectiveness Date or 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;
(Bii) notwithstanding that if neither the Issuers have consummated or will consummate an Exchange Offer, Registration Statement nor the Issuers and the Guarantors are required to file a Shelf Registration and such Initial Shelf Registration is not declared effective by the SEC on or prior to the 90th day 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 date Effectiveness Date, such Shelf Registration was filed; orAdditional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(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 30th 30 Business Day Days after the date on which Effectiveness Date, (B) the Exchange Registration Statement was declared ceases to be effective or at any time prior to the time that the Exchange Offer is consummated, (BC) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that 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 Guarantors will be permitted to suspend the use aggregate number of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three365-month day period and not for which all such notices issued or required to exceed an aggregate of 90 be issued, have been, or were required to be, in effect exceeds 120 days in any twelve-month period and without specifying the nature aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the event giving rise to a suspension aggregate in any notice the case of suspension provided to the Holders (each a “an Exchange Registration Default,”)Statement, then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Notes, over and above any stated interest, at a rate of 0.25% per annum for of the first 90 days 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 following such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Default Statement or Shelf Registration ceases to be usable in case of clause (which D) above, such Additional Interest rate will be increased increasing by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest on the Notes may will not accrue under more than one of the foregoing clauses (i) and ), (ii) or (iii) at any one time and in no event will time; provided further, however, that the maximum Additional Interest accrue after rate on the Effectiveness PeriodNotes 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), (b2) if a Holder is not able 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 does not provide upon the representations and information required in connection with effectiveness of a Shelf Registration which had ceased to remain effective (in a timely manner and is therefore not named the case of (iii)(C) above), Additional Interest on the Notes as a selling security holder result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in a Shelf Registrationthe case of clause (iii)(D) above), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers Each Issuer and the Guarantors acknowledge and Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers or the Guarantors fail any Issuer fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, ifthe Issuers agree to pay, as liquidated damages, additional interest on the Securities ("Additional Interest") under the circumstances and to the extent set forth below:
(i) (A) if neither the Exchange Registration Statement nor the Shelf Registration has been filed 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 the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date Date, then, commencing on the 151st day after the Issue Date, Additional Interest shall accrue on the Securities included or (B) notwithstanding that which should have been included in such Registration Statement over and above the Issuers have consummated or will consummate an Exchange Offer, stated interest at a rate of 0.50% per annum for the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day first 90 days immediately following the date Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iiiii) if (A) the Issuers have not exchanged Exchange Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day 195th day after the date on which Issue Date or (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (BC) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that Period (unless all the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”Securities have been sold thereunder), then additional interest (“Additional Interest”) Interest shall accrue (over and above any interest otherwise payable on the principal amount of the Notes such Securities) at a rate of 0.250.50% per annum for the first 90 days commencing on (x) the 196th day after the Issue Date with respect to the Securities validly tendered and not exchanged by the Issuers, in the case of (A) above, or (y) the day following the Exchange Registration Default Statement ceases to be effective in the case of (which B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate will be increased increasing by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that the Additional Interest rate on any affected Security may not exceed in the aggregate 1.00% per annum; and provided, further, that (a1) upon the filing of the Exchange Registration Statement or a Shelf Registration (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Securities tendered and not validly withdrawn (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named affected Securities as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable Additional Interest rate by the principal amount of the affected 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) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate 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 notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers 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 30th Business Day 90th day after the date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the (x) 91st day following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and - (iiiii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a Holder is result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Issuers shall not able be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or does not provide the representations and information required in connection with 4(a)(iii)(B) during a Shelf Registration 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 receive any Additional Interest with respect to its Notes; and (cSuspension Period permitted by Section 3(a) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaulthereof.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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 (Omega Healthcare Investors Inc), Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. (a) The Issuers Company and the Guarantors acknowledge and Initial Purchaser agree that the Holders will suffer damages if the Issuers or the Guarantors fail Company fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 such Filing Date, 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 each such Filing Date, and such Additional Interest rate 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 Company has consummated or will consummate an the Exchange Offer, the Issuers and the Guarantors are Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers have Company has 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 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the (x) 46th day following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period that such (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 continues shall accrue on such Note);
(1) upon the filing of the applicable Exchange Offer Registration Statement clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of 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) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to accrueremain effective (in the case of (iii)(B) of this Section 4), 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 on the Notes may not accrue under more than one in respect of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers Company shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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 (Therma Wave Inc), Registration Rights Agreement (Therma Wave Inc)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 Reg- istration 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 at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers 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 30th Business Day 200th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the (x) 201st day following after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and - (iiiii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in no event will the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest accrue after on the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required Notes in connection with a Shelf Registration in a timely manner and is therefore not named respect of which such events re- late as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers and the Guarantors acknowledge and Initial Purchaser agree that the Holders will suffer damages if the Issuers or the Guarantors fail fails to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if:
(i) (A) neither the Exchange Registration Statement nor a Shelf Registration Offer is declared effective by the SEC not consummated on or prior to the Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 180th day following the date such Shelf Registration was filedIssue Date, or, if that day is not a Business Day, the next day that is a Business Day; or
(ii) (A) the Issuers have not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been is required to be filed but is not declared effective and within the time period specified in Section 3(b)(x), or is declared effective by such date but thereafter ceases to be effective or usable (unless the Shelf Registration ceases to be effective at any time prior to or usable as specifically permitted by the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use penultimate paragraph of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasonsSection 5 hereof), including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues event referred 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 on the Notes may not accrue under more than one of the foregoing clauses (i) and (ii) at any one time and a “Registration Default”), additional interest in no event the form of additional cash interest (“Additional Interest”) will accrue on the affected Registrable Notes. The rate of Additional Interest accrue will be 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum amount of Additional Interest of 1.00% per annum, from and including the date on which any such Registration Default shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured or (2) the date on which such Registrable Note ceases to be a Registrable Note or otherwise become freely transferable by Holders other than affiliates of the Issuers without further registration under the Securities Act. If, after the Effectiveness Periodcure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest for such subsequent Registration Default shall initially be 0.25% regardless of the rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default and shall increase in the manner and be subject to the maximum Additional Interest rate contained in the preceding sentence. Notwithstanding the foregoing, (b1) if the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Registrable Notes that is not able entitled to or does not provide the representations and information required in connection with a benefits of the Shelf Registration in a timely manner and is therefore (e.g., such Holder has not named as a selling security holder in a Shelf Registration, the Holder will elected to include information) shall not be entitled to receive any Additional Interest with respect to its Notes; and (c) a Registration Default that pertains to the Issuers and the Guarantors will have no other liabilities with respect to any Registration DefaultShelf Registration.
(b) The Issuers So long as Notes remain outstanding, the Company shall notify the Trustee within 5 five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”)paid. Any amounts of Additional Interest due pursuant to clause clauses (a)(i) or (a)(ii) of this Section 4 will be payable in cash, cash semi-annually on the dates each February 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such dateAugust 15 (each a “Additional Interest Payment Date”), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue.
(c) The Representatives acknowledge and agree that the Issuers will not be required , to pay Holders to whom regular interest is payable on such Additional Interest once Payment Date with respect to Notes that are Registrable Notes. The amount of Additional Interest for each Registrable Note will be determined by multiplying the Notes become freely tradeable under Rule 144applicable rate of Additional Interest by the aggregate principal amount of such Registrable Note outstanding on the Additional Interest Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to a Registration Default (and thereafter at the next succeeding Additional Interest Payment Date until the cure of such Registration Default), and multiplying the product of the foregoing by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day 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) The Issuers Company and the Guarantors acknowledge each Guarantor acknowledges and agree agrees that the Holders of Registrable Notes will suffer damages if the Issuers Company or the Guarantors fail any Guarantor fails to fulfill their 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, if:the Company and the 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 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 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 for the first 90 days immediately following such 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 Date, or (B) notwithstanding that the Issuers have Company has consummated or will consummate an Exchange Offer, the Issuers and the Guarantors are 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 for the first 90 days immediately following such 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
(iiiii) if (A) the Issuers have Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered and not withdrawn in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th 30 Business Day Days after the date on which the Exchange Registration Statement was declared effective or Effectiveness Date, (B) if applicable, the 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 Effectiveness Period; provided that second anniversary of the Issuers and Issue Date (other than during a Blackout Period or after such time as all Notes have been disposed of thereunder), or (C) the Guarantors will be permitted Company issues a valid notice to suspend the use of the prospectus that is part of the Prospectus included in any Shelf Registration Statement and such suspension, when taken together with all other suspensions, if their management determines any (but solely to do so for valid business reasonsthe extent not concurrent), including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in during any three-12 month period and not to exceed an aggregate of 90 days exceeds 60 days, then, in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”)case, then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum for the first 90 days commencing on (x) the 31st Business Day after the Effectiveness Date, in the case of clause (A) above, (y) the day following such Shelf Registration Statement ceases to be effective or usable, in the case of clause (B) above, or (z) the day the Prospectus in any Shelf Registration Default Statement is suspended for any period in excess of 90 Days, in the case of clause (which C) above during any 12-month period, such Additional Interest rate will be increased increasing by an additional 0.25% per annum for at the beginning of each subsequent 90-day period that such Additional Interest continues period, subject to accrue, provided that the rate at which such Additional Interest accrues may provisos 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 accruelast sentence of this paragraph; provided, however, that (a) the Additional Interest on the Notes may will not accrue under more than one of the foregoing clauses (i) and ), (ii) or (iii) at any one time and in no event will Additional Interest accrue after time; provided further, however, that the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Issuers shall notify the Trustee within 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 amount of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash, accruing on the dates and Notes shall not exceed at any one time 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 Representatives acknowledge and agree that the Issuers will not be required to pay Additional Interest once the Notes become freely tradeable under Rule 144.aggregate
Appears in 1 contract
Additional Interest. (a) The Issuers Company and the Guarantors acknowledge and Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers or the Guarantors fail Company fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, ifthe Company agrees to pay additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below:
(i) (A) if neither the Exchange Registration Statement nor a the Initial Shelf Registration is has been filed on or prior to the Filing Date;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been declared effective by the SEC on or prior to the Effectiveness Date or Date;
(Biii) notwithstanding that the Issuers have consummated or will consummate if an Exchange Offer, the Issuers and the Guarantors are required to file a Initial Shelf Registration and such Shelf Registration is required by Section 2(c)(2) has not declared effective by the SEC been filed on or prior to the 90th day following date required by Section 3(a);
(iv) if an Initial Shelf Registration required by Section 2(c)(2) has not been declared effective on or prior to the date such Shelf Registration was filedrequired by Section 3(a); orand/or
(iiv) if (A) the Issuers have Company has not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day 60 days after the date on which the Exchange Registration Statement was declared effective or (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, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each such event referred to in clauses (i) through (v) above is a “"Registration Default,”"), then additional interest (“Additional Interest”) shall accrue on the principal amount sole remedy available to Holders of the Notes at a rate will be the immediate accrual of 0.25% Additional Interest as follows: the per annum for interest rate on the Notes will increase by .50% during the first 90 days commencing on the 90-day period following the occurrence of a Registration Default (which and until it is waived or cured; and the per annum interest rate will be increased increase by an additional 0.25.25% per annum for each subsequent 90-day period 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 during which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the remains uncured, up to a maximum additional interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; rate of 2.0% per annum, provided, however, that only Holders of Private Exchange Notes shall be entitled to receive Additional Interest as a result of a Registration Default pursuant to clause (aiii) or (iv), provided, further, that (1) upon the filing of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or a Shelf Registration (in the case of (ii) above), (3) upon the filing of the Shelf Registration (in the case of (iii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), or (5) upon the exchange of Exchange Notes for all Notes tendered (in the case of (v)(A) above), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (v)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(C) above), Additional Interest on the Notes may not accrue under more than one as a result of the foregoing clauses such clause (i) and ), (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period), (biii), (iv) if a Holder is not able or (v) (or the relevant subclause thereof), as the case may be, shall cease to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers accrue and the Guarantors interest rate on the Notes will have no other liabilities with respect revert to any Registration Defaultthe interest rate originally borne by the Notes.
(b) Notwithstanding the foregoing, no Additional Interest will be payable with respect to a Registration Default described in clause (v)(C) above, if pending a material corporate transaction, the Company issues a notice that the registration statement, or the prospectus contained therein, is unusable, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve month period for which all such notices have been issued or required to be issued has not exceeded 30 days in the aggregate.
(c) The Issuers Company and the Guarantors shall notify the Trustee within 5 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)(iia)(iii) of this Section 4 will be payable in cash, cash semi-annually 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.
(c) The Representatives acknowledge accrue and agree that until such Registration Default is cured, by depositing with the Issuers will not be required Trustee, in trust for the benefit of such Holders, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers or the Guarantors fail to fulfill their material 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, if:the Issuers agree to pay, as liquidated damages, additional interest on the Securities ("Additional Interest") under the circumstances and to the extent set forth below (without duplication):
(i) if (A) neither the Exchange Offer Registration Statement nor a the Shelf Registration is declared effective by the SEC has been filed on or prior to the Effectiveness applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Guarantors Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Securities over and above the stated interest at a rate of 0.25% per annum 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 Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to 210 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 and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day following the date such Shelf Registration was filed, then, commencing on the day after such required effective date, 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 each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orand
(iiiii) if either (A) the Issuers 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 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use second anniversary of the prospectus that is part Issue Date (other than after such time as all Notes have been disposed of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day following such Shelf Registration ceases to be effective, in the Registration Default case of (which B) above, such Additional Interest rate will be increased increasing by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and (ii) at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and in no event will Additional Interest accrue after provided, further, that (1) upon the Effectiveness Period, (b) if a Holder is not able to filing of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a Shelf Registration (in a timely manner and is therefore not named the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Securi- ties as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(iii) of this Section 4 will be payable in cash, cash semi-annually 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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable Additional Interest rate by the principal amount of the Registrable 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 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 (Town Sports International Inc)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and parties hereto agree that the Holders of Transfer Restricted Notes will suffer damages if the Issuers or the Guarantors fail to fulfill their material 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, if:
in the event that either (i) the Registered Exchange Offer is not completed (A) neither other than in the Exchange Registration Statement nor event the Issuers file a Shelf Registration Statement) or (ii) the Shelf Registration Statement, if required hereby, is not declared effective by the SEC effective, in either case on or prior to the Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day following the date such Shelf Registration was filed; or
(ii) (A) the Issuers have not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day 180 days after the date on which Issue Date (the Exchange “Target Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,Date”), then additional the interest (“Additional Interest”) shall accrue rate on the principal amount of the Notes at a rate of will be increased by (x) 0.25% per annum for the first 90 days commencing on the 90-day period immediately following the Target Registration Default Date and (which rate will be increased by y) an additional 0.25% per annum thereafter in each case until the Registered Exchange Offer is completed or the Shelf Registration Statement, if required hereby, is declared effective by the Commission or the Notes cease to constitute Transfer Restricted Notes.
(b) If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective, or the prospectus contained therein ceases to be usable at any time during the Shelf Registration Period (as a result of the issuance by the Issuers of a notice that the Shelf Registration Statement is unusable pending the announcement of a material corporate transaction, the issuance by the Issuers of a notice suspending use of the Shelf Registration Statement as may be required under applicable securities laws to be issued or for each subsequent any other reason), and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any twelve-month period, then the interest rate on Notes that constitute Transfer Restricted Notes will be increased (commencing on the 61st day in such twelve-month period) by (x) 0.25% per annum for the first 90-day period that immediately following such Additional Interest continues 60th day of ineffectiveness or lack of usability and (y) an additional 0.25% per annum thereafter, which additional interest shall cease to accrue, provided accrue on such date that the rate at which Shelf Registration Statement has again been declared effective or the prospectus contained therein again becomes usable. If after any such Additional Interest accrues may in no event exceed 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 on the Notes may not accrue under more than one cessation of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after accrual of additional interest the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf RegistrationStatement 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 Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultforegoing provisions.
(bc) The Issuers shall notify the Trustee within 5 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 any 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 required distributed to be paid (an “Event Date”). Any amounts of Additional Interest due the public pursuant to clause (a)(iRule 144 under the Securities Act or is saleable pursuant to Rule 144(k) or (a)(iiunder the Securities Act. Notwithstanding anything to the contrary in Sections 3(a) of this Section 4 will be payable in cashand 3(b) hereof, 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 Representatives acknowledge and agree that the Issuers will shall not be required to pay Additional Interest once additional interest to a Holder of Transfer Restricted Notes if such Holder failed to comply with its obligations to make the Notes become freely tradeable under Rule 144representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).
Appears in 1 contract
Sources: Registration Rights Agreement (Universal City Florida Holding Co. I)
Additional Interest. (a) The Issuers and In the Guarantors acknowledge and agree event that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:
(i) (A) neither the Exchange Offer Registration Statement nor a Shelf Registration is declared effective by has not been filed with the SEC on or prior to the Effectiveness Date or 60th calendar day after the Issue Date, (Bii) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Offer Registration and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 90th 150th calendar day following after the date such Shelf Registration was filed; or
Issue Date, (iiiii) (A) the Issuers have not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes is not consummated on or prior to the 30th Business Day 180th calendar day after the date on which the Exchange Issue Date, (iv) a Shelf Registration Statement was declared effective or (B) if applicable, Event shall have occurred and the Shelf Registration has been Statement is not declared effective and such on or prior to the 210th calendar day after the Issue Date or (v) the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective but thereafter ceases to be effective at any time prior to or usable during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders specified herein (each such event referred to in (i) through (v), a “"Registration Default,”"), then additional the interest rate borne by the Securities or Exchange Notes which are Registrable Securities shall be increased (“the "Additional Interest”") shall accrue on the principal amount by one-quarter of the Notes at a rate of one percent (0.25% %) per annum for the first 90 days commencing on 90-day period immediately after the day following the first such Registration Default (which Default. The interest rate will be increased borne by such Registrable Securities shall increase by an additional one-quarter of one percent (0.25% %) per annum for each subsequent 90-day period that such Additional Interest continues to accrueperiod, in each case, until all Registration Defaults have been cured (provided that in the event the Company has abandoned the Exchange Offer because of the circumstances described in Section 2(b)(i) or Section 2(b)(ii) hereof, then the effectiveness of the Shelf Registration Statement shall be deemed a cure of such Registration Defaults); provided, that the aggregate increase in such interest rate at which such Additional Interest accrues may pursuant to this Section 2(e) will in no event exceed one percent (1.00% %) per annum) . Notwithstanding any of the above, it is understood that Additional Interest pursuant to but excluding the day on which the a Registration Default has been cured. Additional Interest will under clause (v) above, as such clause (v) relates to an Exchange Offer Registration Statement, shall only be paid semipayable to a Participating Broker-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins Dealer that holds Registrable Securities subject to accruea prospectus delivery requirement; provided, howeverthat such a Registration Default may only be deemed to be occurring during the period following the 150th day after the Issue Date until, that (a) the Additional Interest on the Notes may not accrue under more than one subject to an extension of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue relevant 180-day period pursuant to the last sentence of Section 3 hereof, 180 days after the Effectiveness Period, (b) if a Holder is not able to or does not provide consummation of the representations and information required in connection with a Shelf Exchange Offer. Following the cure of all Registration in a timely manner and is therefore not named as a selling security holder in a Shelf RegistrationDefaults, the Holder interest rate borne by such Registrable Securities will not be entitled reduced to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) original interest rate. The Issuers Company shall notify the Trustee within 5 three Business Days after each and every date on which an event occurs in respect of which a Registration Default occurs. Additional Interest is required shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder entitled to receive the interest payment to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash, on the dates and such date as set forth 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 Representatives acknowledge and agree that the Issuers will not be required Indenture. Each obligation to pay Additional Interest once shall be deemed to accrue from and including the Notes become freely tradeable under Rule 144day following the applicable Registration Default.
Appears in 1 contract
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the 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 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 principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 Securities at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers have not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after business day from the date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the (x) 30th business day following from the date the Exchange Offer Registration Default Statement was declared effective, in the case of (which A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes Securities may not accrue under more than one of the foregoing clauses (i) and - (iiiii) at any one time and in at no event will Additional Interest accrue after time shall the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Issuers shall notify the Trustee within 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 aggregate amount of Additional Interest due pursuant to accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (a)(ii) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (a)(iiin the case of clause (ii) of this Section 4 will be payable in cash4), on or (3) upon the dates and exchange of the Exchange Notes for all Securities tendered (in the manner provided case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (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 Representatives acknowledge and agree that the Issuers will not be required to pay Additional Interest once the Notes become freely tradeable under Rule 144.case of
Appears in 1 contract
Additional Interest. (a) The Issuers Issuer and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail Issuer fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuer agrees to pay, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor a has not been filed on or prior to the Exchange Filing Deadline or (B) the Issuer is required to file the Initial Shelf Registration is 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 at a rate of 0.25% per annum for the first 90 days immediately following the Exchange Filing Deadline or the Shelf Filing Deadline, as the case may be, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) the Exchange Offer Registration Statement has not been declared effective by the SEC on or prior to the Exchange Effectiveness Date Deadline or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers and the Guarantors are Issuer is required to file a the Initial Shelf Registration Statement and such Initial Shelf Registration is Statement has not been declared effective by the SEC on or prior to the 90th 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 at a rate of 0.25% per annum for the first 90 days immediately following the date day /END after the Exchange Effectiveness Deadline or the Shelf Effectiveness Deadline, as the case may be, and such Shelf Registration was filedAdditional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers have Issuer has 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 30th Business Day 395th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Shelf Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the (x) 395th day following after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and - (iiiii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in no event will the aggregate 0.50% per annum; 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) above 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) of this Section 4(a)), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective or upon the effectiveness of a Subsequent Shelf Registration Statement, as the case may be, (in the case of (iii)(B) of this Section 4(a)), Additional Interest accrue after on the Effectiveness PeriodNotes in respect of which such events relate as a result of such clause (or the relevant subclause thereof, 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 (bwhich is expected to be the Luxemburg Wort) if a Holder is describing such event giving rise to the obligation to pay liquidated damages. Notwithstanding any other provision of this Section 4, the Issuer shall not able be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or does not provide the representations and information required in connection with 4(a)(iii)(B) during a Shelf Registration 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 receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration DefaultSuspension Period permitted by this Agreement.
(b) The Issuers Issuer shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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 /END 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) The Issuers Company and the Guarantors acknowledge and ▇▇▇▇▇ agree that the Holders will suffer damages if the Issuers or the Guarantors fail Company fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.50% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate shall increase by an additional 0.50% 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 Company has consummated or will consummate an the Exchange Offer, the Issuers and the Guarantors are Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers have Company has 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 30th Business Day day three years and 185 days after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use Period (other than after such time as all Notes have been disposed of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) day following three years and 186 days, as the case may be, after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period that such Additional Interest continues to accrueperiod; PROVIDED, 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, howeverHOWEVER, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and (iii)-(iii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after exceed 1.00% per annum; PROVIDED, FURTHER, HOWEVER, that (1) upon the Effectiveness Periodfiling of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) above of this Section 4), (b2) if a Holder is not able to upon the effectiveness of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a applicable Shelf Registration Statement as required hereunder (in a timely manner and is therefore not named the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers Company shall notify the Trustee within 5 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”"EVENT DATE"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, 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) (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 Securities at a rate of 0.50% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 Securities at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) or if (A) the Issuers have not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day 185th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) 186th day, as the case may be, after such effective date, in the case of (A) above, or (y) the day following such Shelf Registration ceases to be effective in the Registration Default case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and (iii)-(iii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after exceed 1.00% per annum; provided, further, however, that (1) upon the Effectiveness Periodfiling of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) above of this Section 4), (b2) if a Holder is not able to upon the effectiveness of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a applicable Shelf Registration Statement as required hereunder (in a timely manner and is therefore not named the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) accrue. The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers Company and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail Company fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate 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 Issuers have Company has consummated or will consummate an the Exchange Offer, the Issuers and the Guarantors are Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filed-12- Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers have Company has 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 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) 46th day following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period period; PROVIDED, HOWEVER, that such the Additional Interest continues to accrue, provided that rate on the rate Notes may not exceed at which such Additional Interest accrues may any one time in no event exceed 1.00the aggregate 1.0% 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; providedPROVIDED, howeverFURTHER, HOWEVER, that (a1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes may not accrue under more than one in respect of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers Company shall notify the Trustee within 5 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)(iia)(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.
(c) The Representatives acknowledge and agree that the Issuers will not be required to pay Additional Interest once the Notes become freely tradeable under Rule 144.to
Appears in 1 contract
Sources: Registration Rights Agreement (Big Flower Press Holdings Inc /Pred/)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:each of the Issuers agrees to pay, as liquidated damages, additional 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 a the Initial Shelf Registration is declared effective by the SEC has been filed on or prior to the Effectiveness Filing Date 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 Guarantors 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 the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Filing Date 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 SEC Commission on or prior to the 90th applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the date day after the applicable Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orand
(iiiii) if (A) the Issuers have Company has 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 30th Business Day 270th day after the date on which Issue Date, (B) the Exchange Registration Statement was declared ceases to be effective prior to consummation of the Exchange Offer or (BC) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration Registra- tion ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.25% per annum for the first 90 days commencing on the (x) 271st day following after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Default Statement or Shelf Registration ceases to be effective in the case of (which B) and (C) above, such Additional Interest rate will be increased increasing by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Registrable Notes may not accrue under more than one exceed in the aggregate 1.0% per annum; provided further that (1) upon the filing of the foregoing clauses Exchange Registration Statement or each Shelf Registration (in the case of (i) and above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) at any one time 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 an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and in no event will (C) above), Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named on any Registrable Notes then accruing Additional Interest as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes become freely tradeable under Rule 144.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 the denominator of which is 360. END
Appears in 1 contract
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers or the Guarantors Issuer fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, additional interest on the Notes ("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (without duplication):
(i) if (A) neither the Exchange Offer Registration Statement nor the Shelf Registration has been filed 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 so affected at a rate of 0.35% per annum for the first 90 days immediately following each such required Filing Date, and such Additional Interest rate shall increase by an additional 0.35% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day following the date Effectiveness Date in respect of such Shelf Registration was filed; or
(ii) (A) Registration, then, commencing on the Issuers have not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day day after the date on which the Exchange Registration Statement was declared effective or (B) if applicablesuch Effectiveness Date, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period 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 on the Notes may not accrue under more than one of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Issuers shall notify the Trustee within 5 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash, 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 Representatives acknowledge and agree that the Issuers will not be required to pay Additional Interest once the Notes become freely tradeable under Rule 144.of
Appears in 1 contract
Additional Interest. (a) The Issuers Issuer and the Guarantors acknowledge and Initial Purchaser agree that the Holders will suffer damages if the Issuers or the Guarantors fail Issuer fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, ifthe Issuer agrees to pay, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth 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 at a rate of 0.25% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate 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 Statement has been declared effective by the SEC on or prior to the applicable Effectiveness Date or Date, (B) notwithstanding that the Issuers have Issuer has consummated or will consummate an the Exchange Offer, the Issuers and the Guarantors are Issuer is required to file a Shelf Registration Statement and such Shelf Registration is Statement has not been declared effective by the SEC on or prior to the 90th day following the date applicable Effectiveness Date with respect to such Shelf Registration was filedStatement 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 at a rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers have Issuer has 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 30th Business Day after the date on which the Exchange Registration Statement was declared effective or May 29, 2004, (B) if applicable, the a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to during the Effectiveness Period; provided that Period or (C) the Issuers and Issuer is required to pay Additional Interest (as defined in the Guarantors will be permitted Other Registration Rights Agreement) pursuant to suspend the use Section 4(a)(iii)(A) or (B) of the prospectus that is part of the Shelf Other Registration if their management determines to do so for valid business reasonsRights Agreement, including circumstances relating to pending corporate developments and similar events or filings with the SECthen, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) May 29, 2004, in the case of (A) above, or (y) the day following such Shelf Registration Statement ceases to be effective in the case of (B) above or (z) the date the Additional Interest (as defined in the Other Registration Default Rights Agreement) begins to accrue under the terms of the Other Registration Rights Agreement in the case of (which C) above, and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest on the Notes may not under any circumstance accrue under more than one of the foregoing clauses (i), (ii) and (iii) of this Section 4 and the rate at which Additional Interest accrues on the Notes as a result of the provisions of clauses (i), (ii) at any one time and (iii) of this Section 4 may not exceed in no event will the aggregate 1.0% per annum; provided further, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (i)(A) or (B) of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii)(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) of this Section 4), or upon the effectiveness of a Subsequent Shelf Registration Statement in the case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4), Additional Interest accrue after on the Effectiveness PeriodNotes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Additional Interest on the Notes as a result of clauses (i)(C), (bii)(C) or (iii)(C) of this Section 4 shall cease to accrue if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect (as defined in the Other Registration Rights Agreement) ceases to its Notes; and (c) accrue under the Issuers and the Guarantors will have no other liabilities with respect to any Other Registration DefaultRights Agreement.
(b) The Issuers Issuer shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once payable with respect to Registrable Notes will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers and the Guarantors acknowledge and Initial Purchaser agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, 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) istration 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 at a rate of 0.50% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers 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 30th Business Day later of the 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or the 300th day after the Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) 46th or 301st day, as the case may be, after such effective date, in the case of (A) above, or (y) the day following such Shelf Registration ceases to be effective in the Registration Default case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest terest on the Notes may not accrue under more than one in respect of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(iii) of this Section 4 will 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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, 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 (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 is 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 principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate 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 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration is Statement has not been declared effective by the SEC on or prior to the 90th day following the date applicable Effectiveness Date with respect to such Shelf Registration was filedStatement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers have not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after 165th day following the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SECthen, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.25% per annum for the first 90 days commencing on the (x) 165th day following the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Default Statement ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that the Additional Interest rate on the Notes as a result of the provisions of clauses (ai), (ii) and (iii) of this Section 4 may not exceed in the aggregate 1.0% per annum; provided further, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of a Subsequent Shelf Registration Statement in the case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4), Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once payable with respect to Registrable Notes will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers and the Guarantors acknowledge and Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:each of the Issuers agrees to pay, as liquidated damages, 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):
(i) if (A) neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC has been filed on or prior to the Effectiveness Filing Date 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 Guarantors 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 the stated interest at a rate of 1.0% per annum for the first 90 days immediately following the Filing Date or such 120th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% 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 SEC Commission on or prior to the 90th applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 1.0% per annum for the first 90 days immediately following the date day after the applicable Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iiiii) if (A) the Issuers have Company has not exchanged Exchange Notes for all Notes validly tendered and not withdrawn in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day 255th day after the date on which Issue Date, (B) the Exchange Registration Statement was declared ceases to be effective prior to consummation of the Exchange Offer or (BC) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use Period (other than as a result of the prospectus that is part imposition of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings any Suspension Period in accordance with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate penultimate paragraph of 90 days in any twelve-month period and without specifying the nature Section 5 of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”this Agreement), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.251.0% per annum for the first 90 days commencing on the (x) 256th day following after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Default Statement or Shelf Registration ceases to be effective in the case of (which B) and (C) above, such Additional Interest rate will be increased increasing by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Registrable Notes may not accrue under more than one exceed in the aggregate 2.0% per annum; provided further that (1) upon the filing of the foregoing clauses Exchange Registration Statement or each Shelf Registration (in the case of (i) and above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) at any one time 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 an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and in no event will (C) above), Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named on any Registrable Notes then accruing Additional Interest as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes become freely tradeable under Rule 144subject 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 the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Jacobs Entertainment Inc)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC has been filed on or prior to the Effectiveness applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Guarantors 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 in the case of clause (A) above, and 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 for the first 90 days immediately following each such Filing Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) the Exchange Offer Registration Statement 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 90th Effectiveness Date applicable thereto, then, commencing on the day following the date after such Shelf Registration was filed; or
(ii) (A) the Issuers have not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective or (B) if applicableEffectiveness Date, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount Accreted Value of all of the Registrable Notes in the case of clause (A) above, and on the Accreted Value of those Registrable Notes to which the Shelf Registration relates, in the case of clauses (B) and (C) above, and in each case, at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period 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 on the Notes may not accrue under more than one of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Issuers shall notify the Trustee within 5 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash, 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 Representatives acknowledge and agree that the Issuers will not be required to pay Additional Interest once the Notes become freely tradeable under Rule 144.of
Appears in 1 contract
Sources: Registration Rights Agreement (Graham Packaging Holdings Co)
Additional Interest. (a) The Issuers Issuer and the Guarantors acknowledge Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or Issuer and the Guarantors Company fail to fulfill their material 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, if:the Issuer agrees to pay as liquidated damages, additional interest on the Notes (the "Additional Interest") under the circumstances and to the extent as follows (without duplication):
(i) if (A) neither the Exchange Registration Statement nor a the Shelf Registration is declared effective by Statement has been filed with the SEC on or prior to the Effectiveness Filing Date or (B) notwithstanding that the Issuers Issuer and the Company have consummated or will consummate an Exchange Offer, the Issuers Issuer and the Guarantors 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 at a rate of 0.25% per annum 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 beginning 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 (A) the Issuers Issuer and the Company have not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day 210th day after the date on which the Exchange Registration Statement was declared effective 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 Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use second anniversary of the prospectus that is part its effective date (other than after such time as all Notes have been disposed of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 211th day after the Issue Date, in the case of (A) above, or (y) the day following such Shelf Registration Statement ceases to be effective in the Registration Default case of (which B) above, such Additional Interest rate will be increased by increasing by an additional 0.25% per annum for at the beginning of each subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration Statement (in a timely manner and is therefore not named the case of Section 4(a)(i)), (2) upon the effectiveness of the Exchange Registration Statement or Shelf Registration Statement (in the case of Section 4(a)(ii)), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of Section 4(a)(iii)(A)), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of Section 4(a)(iii)(B)), Liquidated Damages on the Notes as a selling security holder in a Shelf Registrationresult of such Section, as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers accrue and the Guarantors interest rate borne by the registrable notes will have no other liabilities with respect be reduced to any Registration Defaultthe original interest rate.
(b) The Issuers Issuer and the Company shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been filed with the SEC on or 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 is 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 principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate 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 Statement has been declared effective by the SEC on or prior to before the applicable Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration is Statement has not been declared effective by the SEC on or prior before the applicable Effectiveness Date with respect to the 90th day following the date such Shelf Registration was filedStatement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers have not exchanged Exchange Notes (and related guarantees) for all Notes Registrable Securities validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective before April 13, 2006 or (B) if applicable, the a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SECthen, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.25% per annum for the first 90 days commencing on (x) April 13, 2006, in the case of (A) above, or (y) the day following such Shelf Registration Statement ceases to be effective in the Registration Default case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest on the Notes may not under any circumstance accrue under more than one of the foregoing clauses (i), (ii) and (iii) of this Section 4 and the rate at which Additional Interest accrues on the Notes as a result of the provisions of clauses (i), (ii) at any one time and (iii) of this Section 4 may not exceed in no event will the aggregate 1.0% per annum; provided further, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes (and related guarantees) for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of a Subsequent Shelf Registration Statement in the case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4), Additional Interest accrue after on the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named Registrable Notes as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once payable with respect to Registrable Notes will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative):
(i) (A) neither if the Exchange Registration Statement nor a has not been filed on or prior to the Filing Date or the Initial Shelf Registration has not been filed on or prior to the date by which it is required to be filed pursuant to Section 3(a) hereof, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of 25 basis points per annum for the first 90 days immediately following the Filing Date or such required date, as the case may be, such Additional Interest rate increasing by an additional 25 basis points per annum at the beginning of each subsequent 90-day period;
(ii) if Additional Interest is not then accruing pursuant to Section 4(a)(i) and the Exchange Registration Statement is not declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Initial Shelf Registration is not declared effective by the SEC on or prior to the 90th 135th day after filing thereof, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of 25 basis points per annum for the first 90 days immediately following the date day after the Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 25 basis points per annum at the beginning of each subsequent 90-day period; orand
(iiiii) if Additional Interest is not then accruing pursuant to Section 4(a)(i) and 4(a)(ii) and (A) the Issuers have not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which Consummation Date (including by reason of the Exchange Registration Statement was declared effective ceasing to be effective) or (B) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue be accrued on the principal amount of Registrable Securities (over and above any interest otherwise payable on the Notes Registrable Securities) at a rate of 0.25% 25 basis points per annum for the first 90 days commencing on the (x) 165th day following after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, such Additional Interest rate will be increased increasing by an additional 0.25% 25 basis points per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that the Additional Interest rate on the Registrable Securities may not exceed at any one time in the aggregate 100 basis points per annum; and provided, further, that (a1) upon the filing of the Exchange Registration Statement or a Shelf Registration as required hereunder (in the case of clause (a)(i) of this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration as required hereunder (in the case of clause (a)(ii) of this Section 4), or (3) upon the exchange of Exchange Securities for all Notes tendered (in the case of clause (a)(iii)(A) of this Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of clause (a)(iii)(B) of this Section 4), Additional Interest on the Notes Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may not accrue under more than one of be, shall cease to accrue. It is understood and agreed that, notwithstanding any provision to the foregoing clauses (i) and (ii) at contrary, so long as any one time and in Registrable Security is then covered by an effective Shelf Registration Statement, no event will Additional Interest shall accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive on such Registrable Security. Payment of any Additional Interest with respect shall be subject to its Notes; and (c) the Issuers Section 9 and the Guarantors will have no other liabilities with respect to any Registration Defaultpenultimate paragraph of Section 5.
(b) The Issuers shall notify the Trustee within 5 Business Days five business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts The Issuers shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the 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 as set forth in the Indenture. The amount of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cashdetermined by applying the applicable Additional Interest rate to the principal amount of the affected Registrable Securities of such Holders, (determined on the dates and basis of a 360-day year comprised of twelve 30-day months and, in the manner provided in case of a partial month, 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 Representatives acknowledge and agree that the Issuers will not be required actual number of days elapsed). Each obligation to pay Additional Interest once shall be deemed to accrue immediately following the Notes become freely tradeable under Rule 144occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes the sole and exclusive remedy for a breach of Section 2 or 3 and is 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 Registration Statement 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
Sources: Registration Rights Agreement (United Auto Group Inc)
Additional Interest. (a) The Issuers Company and the Guarantors acknowledge and Initial Purchaser agree that the Holders of Notes will suffer damages if the Issuers or the Guarantors fail Company fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, 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 (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the 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 and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any Filing Date, Additional Interest shall accrue on the Accreted Value (if prior to June 15, 2000) or principal amount (if on or after June 15, 2000) of the Notes at a rate of .50% per annum (which shall be in addition to the stated interest per annum for such events on or after June 15, 2000) for the first 90 days immediately following each such Filing Date, such Additional Interest rate increasing by an additional .50% per annum at the beginning of each subsequent 90-day period; [Notes Registration Rights Agreement]
(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 Company has consummated or will consummate an Exchange Offer, the Issuers and the Guarantors are Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Accreted Value (if prior to June 15, 2000) or principal amount (if on or after June 15, 2000) of the Notes included or which should have been included in such Registration Statement at a rate of .50% per annum (which shall be in addition to the stated interest per annum for such events on or after June 15, 2000) for the first 90 days immediately following the date day after the Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional .50% per annum at the beginning of each subsequent 90-day period; orand
(iiiii) if (A) the Issuers have Company has not exchanged Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day 45th day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the Accreted Value (if prior to June 15, 2000) or principal amount (if on or after June 15, 2000) of the Notes at a rate of 0.25.50% per annum (which shall be in addition to the stated interest per annum for such events on or after June 15, 2000) for the first 90 days commencing on the (x) 46th day following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, such Additional Interest [Notes Registration Rights Agreement] rate will be increased increasing by an additional 0.25.50% per annum for at the beginning of each such subsequent 90-day period period; PROVIDED, HOWEVER, that such the Additional Interest continues to accrue, provided that rate on the rate Notes may not exceed at which such Additional Interest accrues may any one time in no event exceed 1.00the aggregate 3.0% 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; providedPROVIDED, howeverFURTHER, HOWEVER, that (a1) upon the filing of the Exchange Registration Statement or the Shelf Registration as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers Company shall notify the Trustee within 5 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”"EVENT DATE"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the applicable Additional Interest rate by the Accreted Value (if prior to June 15, 2000) or the principal amount (if on or after June 15, 2000) 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. [Notes become freely tradeable under Rule 144.Registration Rights Agreement]
Appears in 1 contract
Sources: Registration Rights Agreement (Cellnet Data Systems Inc)
Additional Interest. (a) The Issuers and In the Guarantors acknowledge and agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, ifevent that:
(i) (A) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement is declared effective by filed with the SEC Commission on or prior to the Effectiveness 150th day after the Issue Date or (B) notwithstanding that the Issuers Company and the Issuer Trust have consummated or will consummate an Exchange Offer, the Issuers Company and the Guarantors Issuer Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC filed on or prior to the 90th date required by Section 2(b) hereof, then commencing on the day following the date such Shelf Registration was filed; or
(ii) (A) the Issuers have not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective or (B) if applicableapplicable required filing date, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) liquidated damages shall accrue on the principal amount of the Notes Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and additional Distributions shall accumulate on the liquidation amount of the Capital Securities and, if the Exchange Offer has been consummated, the New Capital Securities, each at a rate of 0.25% per annum for annum; or
(A) neither the first 90 days Exchange Offer Registration Statement nor a Shelf Registration Statement is declared effective by the Commission on or prior to the 180th day after the Issue Date or (B) notwithstanding that the Company and the Issuer Trust have consummated or will consummate an Exchange Offer, the Company and the Issuer Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the 30th day after the date such Shelf Registration Statement was required to be filed, then, commencing on the 181st day following after the Registration Default (which Issue Date, liquidated damages shall accrue on the principal amount of the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and additional Distributions shall accumulate on the liquidation amount of the Capital Securities and, if the Exchange Offer has been consummated, the New Capital Securities, each at a rate will be increased by an additional of 0.25% per annum for each subsequent 90-day period 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; or
(v) 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 (aA) the Additional Interest on Issuer Trust has not exchanged New Capital Securities for all Capital Securities validly tendered for exchange by their respective Holders or the Notes may Company has not accrue under more than one of exchanged the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to New Guarantee or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Issuers shall notify the Trustee within 5 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash, 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 Representatives acknowledge and agree that the Issuers will not be required to pay Additional Interest once the Notes become freely tradeable under Rule 144.New Junior
Appears in 1 contract
Sources: Registration Rights Agreement (Triangle Capital Trust)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers or the Guarantors fail to fulfill their material 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, if:the Issuers agree to pay, as liquidated damages, additional interest on the Securities (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication):
(i) if (A) neither the Exchange Offer Registration Statement nor a the Shelf Registration is declared effective by the SEC Statement has been filed on or prior to 120 days after the Effectiveness Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers and the Guarantors 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 Securities over and above the stated interest at a rate of 0.5% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.5% 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 210 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 90th 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 at a rate of 0.5% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.5% per annum at the beginning of each subsequent 90-day period; orand
(iiiii) if either (A) the Issuers 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 30th Business Day 240th day after the date on which the Exchange Offer Registration Statement was declared effective effective; provided, however, that if such 240th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, the a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use second anniversary of the prospectus that is part Issue Date (other than after such time as all Notes have been disposed of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.250.5% per annum for the first 90 days commencing on (x) the 241st day after such effective date, in the case of (A) above, or (y) the day following such Shelf Registration Statement ceases to be effective, in the Registration Default case of (which B) above, such Additional Interest rate will be increased increasing by an additional 0.250.5% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and (ii) at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and in no event will Additional Interest accrue after provided, further, however, that (1) upon the Effectiveness Period, (b) if a Holder is not able to filing of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a Shelf Registration Statement (in a timely manner and is therefore not named the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Securities as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(iii) of this Section 4 will be payable in cashcash semi-annually on each May 1 and November 1, commencing November 1, 2007, (to the holders of record on the April 15 and October 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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable Additional Interest rate by the principal amount of the Registrable 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 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) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, ifthe Issuers agree to pay, jointly and severally, as liquidated damages, 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) as a reasonable estimate of such damages and the sole remedy of the Holders with respect thereto:
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers 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 30th Business Day 45th day after the date on which effectiveness of the Exchange Offer Registration Statement was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the (x) the day following the 45th day after the effectiveness of the Exchange Offer Registration Default Statement, in the case of (which A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a1) the Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i) and (iii)-(iii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if a Holder is not able to upon the effectiveness of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a applicable Shelf Registration Statement as required hereunder (in a timely manner and is therefore not named the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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) or (a)(iia) of this Section 4 will be payable in cash, cash on each January 15 and July 15 (to the dates holders of record on 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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once the will be determined based on a year made up of 360 days consisting of twelve 30-day months. No Additional Interest shall accrue with respect to Notes become freely tradeable under Rule 144that are not Registrable Notes.
Appears in 1 contract
Sources: Registration Rights Agreement (Intcomex Holdings, LLC)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and agree that the Holders of Registrable Units will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers 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) (A) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed 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 by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that Date, Additional Interest shall accrue on the Issuers have consummated or will consummate an Exchange Offer, Notes over and above any stated interest at a rate of 0.25% per annum of the Issuers and principal amount of such Notes for the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day first 90 days immediately following the date Effectiveness Date, such Shelf Registration was filed; orAdditional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(iiiii) if (A) the Issuers have not exchanged Exchange Units for all Notes Units validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day 30 days after the date on which Effectiveness Date, (B) the Exchange Registration Statement was declared ceases to be effective or at any time prior to the expiration of 20 Business Days thereafter, (BC) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that second anniversary of its effective date (other than such time as all Units 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 6(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the Guarantors will be permitted to suspend the use aggregate number of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three365-month day period and not for which all such notices issued or required to exceed an aggregate of 90 be issued, have been, or were required to be, in effect exceeds 120 days in any twelve-month period and without specifying the nature aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the event giving rise to a suspension aggregate in any notice the case of suspension provided to the Holders (each a “an Exchange Registration Default,”)Statement, then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Notes, over and above any stated interest, at a rate of 0.25% per annum for of the first 90 days principal amount of such Notes commencing on (w) the 31st day following after the Registration Default Effectiveness Date, in the case of (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrueA) above, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annumor (x) 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 the Exchange Registration Statement ceases to accrue; be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the provided, 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, that (a1) 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 Units for all Units 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 may not accrue under more than one of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in a Shelf Registrationthe case of clause (iii)(D) above), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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 (Phibro Animal Health Corp)
Additional Interest. (a) The Issuers Company and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail Company fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate 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 Issuers have Company has consummated or will consummate an the Exchange Offer, the Issuers and the Guarantors are Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filed-12- Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers have Company has 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 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) 46th day following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period period; PROVIDED, HOWEVER, that such the Additional Interest continues to accrue, provided that rate on the rate Notes may not exceed at which such Additional Interest accrues may any one time in no event exceed 1.00the aggregate 1.0% 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; providedPROVIDED, howeverFURTHER, HOWEVER, that (a1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes may not accrue under more than one in respect of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers Company shall notify the Trustee within 5 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”"EVENT DATE"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(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.
(c) The Representatives acknowledge and agree that the Issuers will not be required to pay Additional Interest once the Notes become freely tradeable under Rule 144.to
Appears in 1 contract
Sources: Registration Rights Agreement (Big Flower Holdings Inc/)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative except as otherwise provided below):
(i) (A) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .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 Date, Additional Interest shall accrue on the Registrable Securities included or (B) notwithstanding that which should have been included in such Registration Statement over and above the Issuers have consummated or will consummate an Exchange Offer, stated interest at a rate of .25% per annum for the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day first 90 days immediately following the date day after the Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; orand
(iiiii) if (A) the Issuers have Company has not exchanged Exchange Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which Consummation Date or (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (BC) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Registrable Securities (over and above the Notes stated interest rate otherwise payable on the Registrable Securities) at a rate of 0.25.25% per annum for the first 90 days commencing on the (x) 151st day following after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Default Statement ceases to be effective in the case of (which B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate will be increased increasing by an additional 0.25.25% per annum for at the beginning of each such subsequent 90-day period period; provided, that such the Additional Interest continues to accrue, provided that rate on the rate Registrable Securities may not exceed at which such Additional Interest accrues may any one time in no event exceed 1.00the aggregate 1.0% 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; and provided, howeverfurther, that (a1) upon the filing of the Exchange Registration Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of Exchange Securities for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Notes Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may not accrue under more than one 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 the foregoing clauses (i) and (ii) at any one time and whether a Blocking Period is in effect), no event will Additional Interest shall accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaulton such Registrable Security.
(b) The Issuers Company shall notify the Trustee within 5 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 Issuers shall pay the Additional Interest due pursuant to clause (a)(i) or (a)(ii) on the Registrable Securities by depositing with the Trustee, 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 January 15 or July 15, commencing with as the first case may be, immediately preceding such semi-annual interest payment date occurring after any (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 of the affected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest commences to accrue.
rate was applicable during such period (c) The Representatives acknowledge and agree that determined on the Issuers will not be required 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 including the first day but excluding the last day of such period), and, the denominator of which is 360. Each obligation to pay Additional Interest once shall be deemed to accrue immediately following the Notes become freely tradeable under Rule 144occurrence 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
Sources: Registration Rights Agreement (Triton PCS Holdings Inc)
Additional Interest. (a) The Issuers Company and the Guarantors acknowledge each Subsidiary Guarantor acknowledges and agree agrees that the Holders of Registrable Notes will suffer damages if the Issuers Company or the Guarantors fail any Subsidiary Guarantor fails to fulfill their 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, if:the 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 has been filed on or prior to the Filing Date or (B) notwithstanding that the Exchange Offer has or will be consummated, the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement in not filed on or prior to the date required under Section 3 of this Registration Rights Agreement, 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 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 Exchange Offer has or will consummate an Exchange Offerbe consummated, the Issuers and the Guarantors are 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; or, then, commencing on the day after either such required effective 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;
(iiiii) if (A) the Issuers have Company (and any Subsidiary Guarantor) has 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 30th Business Day after the date on which the Exchange Registration Statement was declared effective Effectiveness Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use second anniversary of the prospectus that Closing Date (other than such time as all Notes have been disposed of thereunder) and is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”)declared effective again within 30 days, then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes 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 commencing on (x) the 31st Business Day after the Effectiveness Date, in the case of (A) above, or (y) the day following such Shelf Registration ceases to be effective in the Registration Default case of (which B) above, such Additional Interest rate will be increased increasing by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest on the Notes may will not accrue under more than one of the foregoing clauses (i) and ), (ii) or (iii) at any one time and in no event will time; provided further, that the maximum Additional Interest accrue after rate on the Effectiveness PeriodNotes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (b2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide Initial Shelf Registration (in the representations and information required case of (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in connection with the case of (iii)(A) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in a timely manner and is therefore not named the case of (iii)(B) above), Additional Interest on the Notes as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers Company shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.50% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate shall increase by an additional 0.50% 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers 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 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) 46th day following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.0% per annum; provided, further, however, that (a1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes may not accrue under more than one in respect of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers Company shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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 (Safety Components Fabric Technologies Inc)
Additional Interest. (a) The Issuers Company and the Guarantors acknowledge and Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or the Guarantors fail Company fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, ifthe Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below:
(i) if (A) neither the Exchange Registration Statement nor the Shelf Registration has been filed on or prior to the 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 Date applicable thereto, then, commencing on the day after the Filing Date applicable thereto, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum;
(ii) if (A) neither the Exchange Registration Statement nor the Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have Company has consummated or will consummate an the Exchange Offer, the Issuers and the Guarantors are Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day following the date 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 was filedStatement over and above the stated interest at a rate of 0.50% per annum; orand
(iiiii) if (A) the Issuers have Company has 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 30th Business Day 150th day after the date on which Issue Date or (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (BC) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue (over and above any interest otherwise payable on the principal amount of the Notes such Notes) at a rate of 0.250.50% per annum for on (x) the first 90 days commencing on 151st day after the Issue Date with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (y) the day following the Exchange Registration Default Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note which rate will be increased is the subject of a Shelf Notice is then covered by an additional 0.25% per annum for each subsequent 90-day period that such effective Shelf Registration Statement, no Additional Interest continues to accrue, provided that the rate at which shall accrue on 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 accrueNote); provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregate 0.50% per annum; and provided further that (a1) upon the filing of the Exchange Registration Statement or a Shelf Registration (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration (in the case of clause (ii) of 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) of this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the affected Notes may not accrue under more than one of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers Company shall notify the Trustee within 5 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)(iia)(iii) of this Section 4 will be payable to the Holders of affected Notes in cash, cash semiannually on each March 1 and September 1 (to the holders of record on the dates February 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on August 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Notes become freely tradeable under Rule 144of 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) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day following the date Effectiveness Date applicable to such Shelf Registration was filed; or
(ii) (A) Registration, then, commencing on the Issuers have not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day day after the date on which the Exchange Registration Statement was declared effective or (B) if applicablesuch Effectiveness Date, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on immediately following the day following the Registration Default (which after such Effectiveness Date, and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each subsequent 90-day period that period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 180th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the 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 for the first 90 days commencing on the (x) 180th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00shall increase by an additional 0.25% per annum) to but excluding annum at the beginning of each such subsequent 90-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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) to and including (iiiii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in no event will the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4) or (3) upon the exchange of the Exchange Notes for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest accrue after on the Effectiveness PeriodNotes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), (bas 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) if a Holder is not able to or does not provide the representations and information required in connection with 4(a)(iii)(B) during a Shelf Registration Suspension Period permitted by Section 3(a) hereof. Each reference in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled this Indenture to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities payment of interest due with respect to any Registration DefaultNote includes payment of any Additional Interest due with respect thereto.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers Partnership, the Parent and the Guarantors acknowledge each Subsidiary Guarantor acknowledges and agree agrees that the Holders of Registrable Notes will suffer damages if the Issuers Partnership, the Parent or the Guarantors fail any Subsidiary Guarantor fails to fulfill their 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, if:
(i) (A) the Exchange Registration Statement is not filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later of the Filing Date and 30 days after the obligation to file such Shelf Registration arises; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Issuers have Partnership has consummated or will consummate an Exchange Offer, the Issuers and the Guarantors are Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 60th day following the date such Shelf Registration was filed; or
(iiiii) (A) the Issuers have Partnership has not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default (which rate will be increased by an additional 0.25Default, and increasing to 0.50% per annum for each subsequent 90-day period that such Additional Interest continues to accruethereafter, 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 Additional Interest begins to accrue; provided, however, that (a) the Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i) and (iii)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers Partnership and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Issuers Partnership shall notify the Trustee within 5 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) or (a)(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 Representatives acknowledge and agree that the Issuers will not be required to pay Additional Interest once the Notes become freely tradeable under Rule 144.
Appears in 1 contract
Sources: Registration Rights Agreement (Dupont Fabros Technology, Inc.)
Additional Interest. (a) The Issuers Issuer and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail Issuer fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuer agrees to pay, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.50% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate shall increase by an additional 0.50% 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 Issuer has consummated or will consummate an the Exchange Offer, the Issuers and the Guarantors are 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 90th 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 at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers have Issuer has 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 30th Business Day 45th day after the date on which the Exchange Registration Offer Regi▇▇▇▇- tion Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use Period (other than such time as all Notes have been disposed of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) 46th day following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that the Additional Interest rate on the Notes may not exceed in the aggregate 1.00% per annum; provided, further, however, that (a1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes may not accrue under more than one in respect of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers Issuer shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers Company and the Guarantors acknowledge and Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or the Guarantors fail Company fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, 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 (each a "Registration Default"):
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the 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 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 the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date 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 by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Issuers have Company has consummated or will consummate an Exchange Offer, the Issuers and the Guarantors are Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC Commission on or prior to the 90th day after filing of the Initial Shelf Registration, then, commencing on the day after the Effectiveness Date or the 90th day, as the case may be, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the date day after the Effectiveness Date or the 90th day, as the case may be, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orand
(iiiii) if (A) the Issuers have Company has 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 30th Business Day 180th day after the date on which Issue Date, (B) the Exchange Registration Statement was declared ceases to be effective prior to consummation of the Exchange Offer or (BC) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) 181st day following after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Default Statement or Shelf Registration ceases to be effective in the case of (which B) and (C) above, such Additional Interest rate will be increased increasing by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Registrable Notes may not accrue under more than one exceed in the aggregate 2.0% per annum; provided further that (1) upon the filing of the foregoing clauses Exchange Registration Statement or each Shelf Registration (in the case of (i) and above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) at any one time 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 an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and in no event will (C) above), Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named on any Registrable Notes then accruing Additional Interest as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers Company shall notify the Trustee within 5 one Business Days Day after each and every date on which an event a Registration Default occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 a Registration Default 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 Notes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (c) The Representatives acknowledge determined on the basis of a 360-day year comprised of twelve 30-day months), and agree that the Issuers will denominator of which is 360. Notwithstanding anything to the contrary in this Section 4, the Company shall not be required to pay Additional Interest once Dividends to a Holder (i) if such Holder failed to comply with its obligations to make the representations set forth in Section 2(a) or failed to provide the information required to be provided by it, if any, pursuant to Section 5 or (ii) if the Exchange Offer was consummated within 180 days of the Issue Date and such Holder of Registrable Notes become was, at any time while the Exchange Offer was pending, eligible to exchange, and did not validly tender, such Registrable Notes for freely tradeable under Rule 144transferable corresponding Exchange Notes in such Exchange Offer. The parties hereto agree that the liquidated damages provided for in this Section 4 constitute a reasonable estimate of and are intended to constitute the sole damages that will be suffered by Holders of Registrable Notes by reason of the failure of (i) the Shelf Registration or the Exchange Registration Statement to be filed, (ii) the Shelf Registration to remain effective or (iii) the Exchange Registration Statement to be declared effective and remain effective and the Exchange Offer to be consummated, in each case to the extent required by this Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (Texas New Mexico Power Co)
Additional Interest. (a) The Issuers Notes Issuer and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail Notes Issuer fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:
(i) (A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior Notes Issuer agrees to the Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offerpay, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day following the date such Shelf Registration was filed; or
(ii) (A) the Issuers have not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective or (B) if applicableas liquidated damages, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then 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):
(i) if neither (x) the Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 365 days of the one-year anniversary of the Issue Date, then Additional Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.25% per annum on the principal amount of such Registrable Notes for the first 90 days commencing on the day following the Registration Default (which rate will be increased from and including such specified date and increasing by an additional 0.25% per annum for at the beginning of each subsequent 90-day period thereafter; provided that such Additional Interest continues to accrue, provided that in the rate at which such Additional Interest accrues aggregate under this Section 4 may in no event not exceed 1.00% per annumannum 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 but excluding file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 365th 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 which 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 Default Statement required by Section 3(a) of this Agreement has been cured. Additional Interest will declared effective but thereafter ceases to be paid semi-annually in arrears with 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 interest payment due number of days permitted by the second paragraph of Section 3(a) hereof, then commencing on the first interest payment date 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 begins shall accrue on the Registrable Notes at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days from and including such day, as applicable, following the date on which such Shelf Registration Statement ceases to accruebe effective 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; provided, however, that upon (a1) the Additional Interest on the Notes may not accrue under more than one completion of the foregoing clauses Exchange Offer (in the case of paragraph (i) and above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) at any one time above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in no event will the case of paragraph (iii) above), Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able shall cease to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers Notes Issuer shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers and the Guarantors acknowledge and Purchaser agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, 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 the Initial Shelf Registration has not been filed on or prior to the Filing Date applicable thereto or 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 at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate 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 Registration Statement nor a Initial Shelf Registration is not 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 an Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ii) (A) the Issuers have not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective or (Biii) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted Period (other than during any Blackout Period relating to suspend the use of the prospectus that is part of the such Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with as permitted in the SEC, for a period not to exceed 45 days proviso in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”Section 5(b)), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the day following the such Shelf Registration Default (which ceases to be effective and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, (1) that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and - (iiiii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in no event will the aggregate 1.5% per annum and (2) Additional Interest shall not accrue after under clause (iii) above during the Effectiveness continuation of a Blackout Period; provided, further, however, that (1) upon the filing of the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if a Holder is not able to or does not provide upon the representations and information required in connection with a effectiveness of the applicable Shelf Registration Statement as required hereunder (in a timely manner and is therefore not named the case of clause (ii) of this Section 4), or (3) upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 Business Days 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)(iia)(iii) of this Section 4 will be payable in cash, cash semiannually on each March 1 and September 1 (to the holders of record on the dates February 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on August 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. No Additional Interest shall accrue with respect to Notes that are not Registrable Notes.
(c) The Representatives acknowledge and parties hereto agree that the Issuers will not be required to pay Additional Interest once provided for in this Section 4 constitutes the sole damages that will be available to Holders of Registrable Notes become freely tradeable under Rule 144by reason of the occurrence of any of the events described in Section 4(a)(i)-(iii) hereof.
Appears in 1 contract
Additional Interest. (a) The Issuers Company and the Guarantors acknowledge and Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or the Guarantors fail Company fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, 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 (each a “Registration Default”):
(i) if (A) neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC has been filed on or prior to the Effectiveness Filing Date applicable thereto or (B) notwithstanding that the Issuers have Company has consummated or will consummate an Exchange Offer, the Issuers Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Guarantors are Filing Date applicable thereto, then commencing on the day after such Filing Date, Additional Interest shall accrue on the principal amount of the Registrable Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following such 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 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 SEC Commission on or prior to the 90th Effectiveness Date applicable thereto, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Registrable Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orand
(iiiii) if (A) the Issuers have Company has 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 30th Business Day 210th day after the date on which Issue Date (or if such day is not a Business Day, then the next succeeding Business Day), (B) the Exchange Registration Statement was has been declared effective and ceases to be effective prior to consummation of the Exchange Offer or (BC) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Registrable Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days commencing on the (x) 211th day following after the Issue Date (or if the 210th day after the Issue Date is not a Business Day, then the day succeeding the next succeeding Business Day) in the case of (A) above or (y) the day such Exchange Registration Default Statement or Shelf Registration ceases to be effective in the case of (which B) and (C) above, such Additional Interest rate will be increased increasing by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Registrable Notes may not accrue under more than one of the foregoing clauses (i) and (iii)-(iii) at any one time and shall not exceed in no event will Additional Interest accrue after the Effectiveness Periodaggregate 1.0% per annum over and above the stated interest; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (b2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a each Shelf Registration, as the Holder will not case may be entitled (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 an Exchange Registration Statement or Shelf Registration which had ceased to receive any remain effective (in the case of (iii)(B) and (C) above), Additional Interest with respect on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers Company shall notify the Trustee within 5 one Business Days Day after each and every date on which an event a Registration Default occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 a Registration Default 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 Notes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (c) The Representatives acknowledge determined on the basis of a 360-day year comprised of twelve 30-day months), and agree that the Issuers will denominator of which is 360. Notwithstanding anything to the contrary in this Section 4, the Company shall not be required to pay Additional Interest once to a Holder (i) if such Holder failed to comply with its obligations to make the representations set forth in Section 2(a) or failed to provide the information required to be provided by it, if any, pursuant to Section 5 or (ii) if the Exchange Offer was consummated within 210 days after the Issue Date (or if such day is not a Business Day, the next succeeding Business Day) and such Holder of Registrable Notes become was, at any time while the Exchange Offer was pending, eligible to exchange, and did not validly tender, such Registrable Notes for freely tradeable under Rule 144transferable corresponding Exchange Notes in such Exchange Offer. The parties hereto agree that the liquidated damages provided for in this Section 4 constitute a reasonable estimate of and are intended to constitute the sole damages that will be suffered by Holders of Registrable Notes by reason of the failure of (i) the Shelf Registration or the Exchange Registration Statement to be filed, (ii) the Shelf Registration to remain effective or (iii) the Exchange Registration Statement to be declared effective and remain effective and the Exchange Offer to be consummated, in each case to the extent required by this Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (Texas New Mexico Power Co)
Additional Interest. (a) The Issuers Issuer and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail Issuer fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuer agrees to pay, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date, and such Additional Interest rate shall increase by an additional 0.50% 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 Issuers have Issuer has consummated or will consummate an the Exchange Offer, the Issuers and the Guarantors are Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th Effectiveness Date, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the date day after the Effectiveness Date, and such Shelf Registration was filedAdditional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers have Issuer has 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 30th Business Day 180th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) 180th day following after such Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period that such (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 continues to accrue, provided that the rate at which shall accrue on 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 accrueNote); provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 2.0% per annum; provided, further, however, that (a1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of 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) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes may not accrue under more than one in respect of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers Issuer shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers Company, the Guarantors and the Guarantors acknowledge and ------------------- Initial Purchasers agree that the Holders will suffer damages if the Issuers or Company and the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company and the Guarantors agree to pay, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC within 90 days after the Issue Date or (B) notwithstanding that the Company and the Guarantors have consummated or will consummate an Exchange Offer, the Company and the 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 at a rate of 0.50% per annum for the first 90 days immediately following each such Filing Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(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 Company and the Guarantors have consummated or will consummate an the Exchange Offer, the Issuers Company and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iiiii) if (A) the Issuers Company and the Guarantors 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 30th Business Day 210th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use Period (other than after such time as all Notes have been disposed of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) 211th day following after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, such Additional Interest rate will be increased increasing by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest on the Notes may not accrue under -------- ------- more than one of the foregoing clauses (i) and ), (ii) or (iii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 1.5% per annum; provided, further, however, that (b1) if a Holder is not able to upon the filing -------- ------- ------- of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a Shelf Registration as required hereunder (in the case of clause (a)(i) of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or a timely manner and is therefore not named Shelf Registration as required hereunder (in the case of clause (a)(ii) of this Section 4), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (a)(iii)(A) of this Section 4), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (a)(iii)(B) of this Section 4), Additional Interest on the Notes as a selling security holder in a result of such clause (or the relevant subclause thereof), 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 Note is then covered by an effective Shelf RegistrationRegistration Statement, the Holder will not be entitled to receive any no Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultshall accrue on such Registrable Security.
(b) The Issuers Company and the Guarantors shall notify the Trustee within 5 Business Days 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)(iia)(iii) of this Section 4 will be payable in cash, cash semi-annually 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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers Company and the Guarantors acknowledge and Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers or the Guarantors fail Company fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, additional interest on the Notes ("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (without duplication):
(i) (A) if neither the Exchange Registration Statement nor the Shelf Registration has been filed on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.50% 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 Date, then, commencing on the day after the Effectiveness Date, Additional Interest shall be accrued on the Notes included or (B) notwithstanding that should have been included in such Registration Statement over and above the Issuers have consummated or will consummate an Exchange Offer, stated interest at a rate of 0.50% per annum for the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day first 90 days immediately following the date Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iiiii) if either (A) the Issuers have Company has 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 30th Business Day 190th day after the date on which Issue Date or (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (BC) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue be accrued on the principal amount of Notes (over and above any interest otherwise payable on the Notes Notes) at a rate of 0.250.50% per annum for on (x) the first 90 days commencing on 191st day after the Issue Date, in the case of (A) above, or (y) the day following the Exchange Registration Default Statement ceases to be effective without being declared effective within five business days in the case of (which B) above, or (z) the day such Shelf Registration ceases to be effective, in the case of (C) above, such Additional Interest rate will be increased increasing by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note that such is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest continues to accrueshall accrue on such Note); PROVIDED, 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, howeverHOWEVER, that (a) the Additional Interest rate on the Notes any affected Note may not accrue under more than one of the foregoing clauses (i) and (ii) exceed at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Issuers shall notify the Trustee within 5 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash, 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 Representatives acknowledge and agree that the Issuers will not be required to pay Additional Interest once the Notes become freely tradeable under Rule 144.aggregate
Appears in 1 contract
Sources: Registration Rights Agreement (Town Sports International Inc)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, 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) a. if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
b. 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) c. if (A) the Issuers 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 30th Business Day 180th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances Period (other than during any Blackout Period relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”such Shelf Registration), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) 181st day following after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period that such Additional Interest continues to accrueperiod; PROVIDED, 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, howeverHOWEVER, that (a1) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and - (iiiii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in no event will the aggregate 1.5% per annum and (2) Additional Interest shall not accrue after under clause (iii)(B) above during the Effectiveness continuation of a Blackout Period; PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if a Holder is not able to upon the effectiveness of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a applicable Shelf Registration Statement as required hereunder (in a timely manner and is therefore not named the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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”"EVENT DATE"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will 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 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. No Additional Interest shall accrue with respect to Notes that are not Registrable Notes.
(c) The Representatives acknowledge and parties hereto agree that the Issuers will not be required to pay Additional Interest once provided for in this Section 4 constitutes the sole damages that will be suffered by Holders of Registrable Notes become freely tradeable under Rule 144by 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 (Commemorative Brands Inc)
Additional Interest. (a) The Issuers Issuers, the Guarantor and the Guarantors acknowledge and Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers or and the Guarantors Guarantor fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, ifthe Issuers and the Guarantor agree to pay additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below:
(i) (A) neither if the Exchange Registration Statement nor a Shelf has not been filed on or prior to the Filing Date;
(ii) if the Exchange Registration is Statement has not been declared effective by the SEC on or prior to the Effectiveness Date or Date;
(Biii) notwithstanding that the Issuers have consummated or will consummate if an Exchange Offer, the Issuers and the Guarantors are required to file a Initial Shelf Registration and such Shelf Registration is required by Section 2(c) has not declared effective by the SEC been filed on or prior to the 90th day following date required by Section 3(a);
(iv) if an Initial Shelf Registration required by Section 2(c) has not been declared effective on or prior to the date such Shelf Registration was filedrequired by Section 3(a); orand/or
(iiv) if (A) the Issuers have not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day 180 days after the date on which Issue Date or (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (BC) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each such event referred to in clauses (i) through (v) above is a “"Registration Default,”"), then additional interest (“Additional Interest”) shall accrue on the principal amount sole remedy available to Holders of the Notes at a rate will be the immediate accrual of 0.25% Additional Interest as follows: the per annum for interest rate on the Notes will increase by 50 basis points during the first 90 days commencing on the 90-day period following the occurrence of a Registration Default (which and until it is waived or cured; and the per annum interest rate will be increased increase by an additional 0.25% per annum 25 basis points for each subsequent 90-day period 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 during which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the remains uncured, up to a maximum additional interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; rate of 200 basis points per annum, provided, however, that only Holders of Private Exchange Notes -------- ------- shall be entitled to receive Additional Interest as a result of a Registration Default pursuant to clause (aiii) or (iv), provided, further, that (1) upon the -------- ------- filing of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or a Shelf Registration (in the case of (ii) above), (3) upon the filing of the Shelf Registration (in the case of (iii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), or (5) upon the exchange of Exchange Notes for all Notes tendered (in the case of (v)(A) above), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (v)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(C) above), Additional Interest on the Notes may not accrue under more than one as a result of the foregoing clauses such clause (i) and ), (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period), (biii), (iv) if a Holder is not able or (v) (or the relevant subclause thereof), as the case may be, shall cease to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers accrue and the Guarantors interest rate on the Notes will have no other liabilities with respect revert to any Registration Defaultthe interest rate originally borne by the Notes.
(b) The Issuers and the Guarantor shall notify the Trustee within 5 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) or (a)(iia) of this Section 4 will be payable in cash, cash semi-annually 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.
(c) The Representatives acknowledge accrue and agree that until such Registration Default is cured, by depositing with the Issuers will not be required Trustee, in trust for the benefit of such Holders, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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 (Insight Communications of Central Ohio LLC)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders of Registerable Notes will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by has been filed with the SEC on or prior to the Effectiveness date 90 days after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Guarantors Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate shall increase by an additional 0.50% 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 date 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 and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day following the date Effectiveness Date in respect of such Shelf Registration was filedRegistration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days immediately following such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers have not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day 45th day after the date on which the applicable Exchange Offer Registration Statement was or Shelf Registration is declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use second anniversary of the prospectus that is part Issue Date (other than after such time as all Notes have been disposed of the Shelf Registration if their management determines thereunder or all Notes are eligible to do so for valid business reasons, including circumstances relating be sold pursuant to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”Rule 144(k)), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.250.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day following such Shelf Registration ceases to be effective, in the Registration Default case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and (iii)-(iii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 1.00% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if a Holder is not able to upon the effectiveness of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a applicable Shelf Registration as required hereunder (in a timely manner and is therefore not named the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(iii) of this Section 4 will be payable in cash, cash semiannually on each May 1 and November 1 (to the holders of record on the dates April 15 and in the manner provided in the Indenture 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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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 (Fleming Companies Inc /Ok/)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers 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 30th Business Day 45th day after the date on which the Exchange Registration Statement was declared effective applicable Effectiveness Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the 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 for the first 90 days commencing on the (x) 46th day following after applicable Effectiveness Date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and - (iiiii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 2.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a Holder is result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Issuer shall not able be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or does not provide the representations and information required in connection with 4(a)(iii)(B) during a Shelf Registration 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 receive any Additional Interest with respect to its Notes; and (cSuspension Period permitted by Section 3(a) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaulthereof.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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 (Omega Healthcare Investors Inc)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders of Registerable Notes will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, 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) (it being understood that the Additional Interest provided for in this section shall be the sole remedy at law for the matters set forth in clauses (i) through (iii) below; provided, however, that nothing contained herein shall prevent the Holders of a majority of Registrable Notes from seeking specific performance of the Issuers’ obligations with respect to such matters):
(i) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by has been filed with the SEC on or prior to the Effectiveness date that is 180 days after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Guarantors Filing Date applicable thereto, then, commencing on the day after such 180th day or such Filing Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate 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 date that is 270 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 and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day following the date Effectiveness Date in respect of such Shelf Registration was filedRegistration, then, commencing on the day after such 270th day or such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers have not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day 295th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use second anniversary of the prospectus that is part Issue Date (other than after such time as all Notes have been disposed of the Shelf Registration if their management determines thereunder or all Notes are eligible to do so for valid business reasons, including circumstances relating be sold pursuant to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”Rule 144(k)), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.25% per annum for the first 90 days commencing on (x) the 296th day after the Issue Date, in the case of (A) above, or (y) the day following such Shelf Registration ceases to be effective, in the Registration Default case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and (iii)-(iii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 1.00% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (a)(ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Securities tendered (in the case of clause (a)(iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration which had ceased to remain effective (in the case of clause(a)(iii)(B) of this Section 4), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue; provided, further, however, that notwithstanding the foregoing provisions of this Section 4(a), Additional Interest shall not be payable if a Holder is not able to or does not provide the representations and information required in connection with effectiveness of a Shelf Registration in a timely manner and is therefore not named ceased solely as a selling security holder in result of (i) the filing of a post-effective amendment to such Shelf Registration, the Holder will not be entitled Registration to receive any Additional Interest incorporate annual audited financial information with respect to its Notes; and (c) the Issuers required pursuant to rules or regulations promulgated by the Commission where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the Guarantors will have no related prospectus or (ii) other liabilities material events, with respect to the Issuers that would need to be described in such Shelf Registration Statement or related prospectus and the Issuers are proceeding promptly and in good faith to amend or supplement such Shelf Registration or related prospectus to describe such events; provided, that in any case if such a Shelf Registration Defaultis not declared effective on the thirtieth day after effectiveness ceased, Additional Interest shall be payable from the day following such 30-day period until the date on which such Shelf Registration is declared effective.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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 (Hughes Electronics Corp)
Additional Interest. (a) The Issuers Company and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail Company fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 which are required to be registered under the applicable Registration Statement at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate 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 Company has consummated or will consummate an the Exchange Offer, the Issuers and the Guarantors are Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 which are required to be registered under the applicable Registration Statement at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers have Company has 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 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the 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 for the first 90 days commencing on the (x) 46th day following after the date on which the Exchange Offer Registration Default Statement was declared effective, in the case of (which A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, ,however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and - (iiiii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in no event will Additional Interest accrue after the Effectiveness Periodaggregate 1.0% per annum;provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (a)(i) above of this Section 4), (b2) if a Holder is not able upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (a)(ii) of this Section 4), (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (a)(iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (a)(iii)(B) of this Section 4), or does not provide (4) upon the representations and information required second anniversary of the Issue Date (in connection with the case of the application of clauses (i), (ii) or (iii) above to a Shelf Registration only), Additional Interest on the Notes in a timely manner and is therefore not named respect of which such events relate as a selling security holder result of such clause (or the relevant subclause thereof), 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 Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (cSuspension Period permitted by Section 3(a) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaulthereof.
(b) The Issuers Company shall notify the Trustee within 5 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)(iia)(iii) of this Section 4 will be payable in cash, cash semiannually on each June 30 and December 31 (to the holders of record on the dates June 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on December 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable Additional Interest rate by the principal 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 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) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material 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, if:the Issuers agree, to pay, jointly and severally, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90 day period; or
(iiiii) if (A) the Issuers 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 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) 46th day following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-90 day period that such Additional Interest continues to accrueperiod; PROVIDED, 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, howeverHOWEVER, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and (iii)-(iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in no event will the aggregate 1.0% per annum; PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest accrue after on the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required Notes in connection with a Shelf Registration in a timely manner and is therefore not named respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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”"EVENT DATE"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(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.
(c) The Representatives acknowledge and agree that the Issuers will not be required to pay Additional Interest once the Notes become freely tradeable under Rule 144.December
Appears in 1 contract
Sources: Registration Rights Agreement (Big Flower Digital Services Delaware Inc)
Additional Interest. (a) The Issuers Company and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or Company and the Subsidiary Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, additional interest (the "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 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 at a rate of 0.50% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate shall increase by an additional 0.50% 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 Effectiveness 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 Issuers Company and the Subsidiary Guarantors have consummated or will consummate an the Exchange Offer, the Issuers 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 90th 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 at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers Company and the Subsidiary Guarantors 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 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.250.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day following such Shelf Registration ceases to be effective in the Registration Default case of (which B) above, such Additional Interest rate will be increased increasing by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; provided, further, however, that (a1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes may not accrue under more than one in respect of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) accrue. The Issuers Company shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, ifthe Issuers agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances ------------------- and to the extent set forth below:
(i) if (A) neither the Exchange Registration Statement nor the 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 the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest 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 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day following the date Effectiveness Date in respect of such Shelf Registration was filedRegistration, then, commencing on the day after the applicable Effectiveness Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following such Effectiveness Date, such Additional Interest increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orand
(iiiii) if (A) the Issuers have Company has 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 30th Business Day 240th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided subject to the Holders (each a “Registration Default,”last sentence of Section 4(a), then additional interest (“Additional Interest”) Interest shall accrue (over and above any interest otherwise payable on the principal amount of the Notes such Notes) at a rate of 0.25% per annum for on (x) the first 90 days commencing on 241st day after the Issue Date with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (y) the day following such Shelf Registration ceases to be effective, in the Registration Default case of (which rate will be increased B) above, such Additional Interest increasing by an additional 0.25% per annum for at the begin- ning of each such subsequent 90-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note that such is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest continues to accrue, provided that the rate at which shall accrue on 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 accrueNote); provided, however, that the Additional Interest rate on any affected Note may -------- ------- not exceed in the aggregate 1.0%; and provided, further, that (a1) upon the -------- ------- filing of the Exchange Registration Statement or a Shelf Registration (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration (in the case of clause (ii) of 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) of this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf Registration that had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the affected Notes as a result of such clause (or the relevant subclause thereof), 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 under more than one of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest payable with respect to its Notes; and (c) such 45 days, as set forth above, as the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultresult of such suspension.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Notes become freely tradeable under Rule 144of 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) The Issuers and the Guarantors acknowledge and agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:
If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (Aother than the Private Exchange Securities, if issued) neither on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement nor a or the 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 an Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 90th day following date specified herein for such effectiveness (the date such Shelf Registration was filed; or
“Effectiveness Target Date”), (iiiii) (A) the Issuers have not exchanged all Notes validly tendered in accordance with the terms of 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 Notes on or prior Offer within 45 days of the Effectiveness Target Date with respect to the 30th Business Day after the date on which Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been Statement required to be filed and declared effective and such Shelf Registration hereunder is declared effective but thereafter ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings usable in connection with the SECExchange Offer or resales of Securities, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying as the nature of case may be, during the event giving rise to a suspension in any notice of suspension provided to the Holders 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 interest amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) shall accrue on while a Registration Default is continuing immediately following the principal amount occurrence of the Notes at a rate of such Registration Default, by 0.25% per annum for the first 90 days commencing on the day following the Registration Default (which annum, such interest rate will be increased increasing by an additional 0.250.25 % per annum for at the beginning of each subsequent 90-day period that such (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed of 1.00% per annum. Upon (1) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (2) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (3) 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 the Shelf Registration Statement, as the case may be, required hereunder which had ceased to but excluding be effective (in the day on which case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default has been cured. Additional Interest will described in such clause shall cease to accrue (but any accrued amount shall be paid semi-annually in arrears with payable) and the interest payment due rate on the first interest payment date following Securities shall revert to the date on which such Additional Interest begins to accrue; provided, however, that (a) the Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i) and (ii) at any one time and in original rate if no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf other Registration in a timely manner Default has occurred and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) continuing. The Issuers Issuer shall notify the Trustee within 5 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 semiannual 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) or (a)(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 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 Additional Interest commences to accrue.
(c) The Representatives acknowledge and agree that the Issuers will not be required Indenture. Each obligation to pay Additional Interest once shall be deemed to accrue from and including the Notes become freely tradeable under Rule 144day following the applicable Event Date.
Appears in 1 contract
Additional Interest. (a) The Issuers and the Guarantors acknowledge and agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:
If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (Aother than the Private Exchange Securities, if issued) neither on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement nor a or the 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 an Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 90th day following date specified herein for such effectiveness (the date such Shelf Registration was filed; or
“Effectiveness Target Date”), (iiiii) (A) the Issuers have not exchanged all Notes validly tendered in accordance with the terms of 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 Notes on or prior Offer within 45 days of the Effectiveness Target Date with respect to the 30th Business Day after the date on which Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been Statement required to be filed and declared effective and such Shelf Registration hereunder is declared effective but thereafter ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings usable in connection with the SECExchange Offer or resales of Securities, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying as the nature of case may be, during the event giving rise to a suspension in any notice of suspension provided to the Holders 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 interest amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) shall accrue on while a Registration Default is continuing immediately following the principal amount occurrence of the Notes at a rate of such Registration Default, by 0.25% per annum for the first 90 days commencing on the day following the Registration Default (which annum, such interest rate will be increased increasing by an additional 0.250.25 % per annum for at the beginning of each subsequent 90-day period that such (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed of 1.00% per annum. Upon (1) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (2) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (3) 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 the Shelf Registration Statement, as the case may be, required hereunder which had ceased to but excluding be effective (in the day on which case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default has been cured. Additional Interest will described in such clause shall cease to accrue (but any accrued amount shall be paid semi-annually in arrears with payable) and the interest payment due rate on the first interest payment date following Securities shall revert to the date on which such Additional Interest begins to accrue; provided, however, that (a) the Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i) and (ii) at any one time and in original rate if no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf other Registration in a timely manner Default has occurred and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) continuing. The Issuers Issuer shall notify the Trustee within 5 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) or (a)(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 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 Additional Interest commences to accrue.
(c) The Representatives acknowledge and agree that the Issuers will not be required Indenture. Each obligation to pay Additional Interest once shall be deemed to accrue from and including the Notes become freely tradeable under Rule 144day following the applicable Event Date.
Appears in 1 contract
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers 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 30th Business Day after earlier of the 225th day following the Issue Date and the 45th day from date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the 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 225th day following the Issue Date and the 46th day from date the Exchange Offer Registration Default Statement was declared effective, in the case of (which A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate will be increased shall increase by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and — (iiiii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 2.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if a Holder is not able to upon the effectiveness of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a applicable Shelf Registration Statement as required hereunder (in a timely manner and is therefore not named the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers and the Guarantors acknowledge and Dealer Manager agree that the Holders of Registrable Notes will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, ifeach of the Issuers agrees to pay, as liquidated damages, additional interest (“Additional Interest”) on the Registrable Notes under the circumstances and to the extent set forth below:
(i) if (A) neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC has been filed on or prior to the Effectiveness Filing Date 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 Guarantors 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 the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Filing Date 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 SEC Commission on or prior to the 90th applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the date day after the applicable Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orand
(iiiii) if (A) the Issuers have not exchanged Registered Exchange Notes for all Notes validly tendered in accordance with the terms of the Registered Exchange Offer for Exchange Notes on or prior to the 30th Business Day 270th day after the date on which Issue Date, (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to consummation of the Registered Exchange Offer or (BC) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.25% per annum for the first 90 days commencing on the (x) 270th day following after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Default Statement or Shelf Registration ceases to be effective in the case of (which B) and (C) above, such Additional Interest rate will be increased increasing by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest 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 (and not the sum thereof); provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) and above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) at any one time 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 an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and in no event will (C) above), Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named on any Registrable Notes then accruing Additional Interest as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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 Notes 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 the denominator of which is 360.
(c) The Representatives acknowledge Additional Interest pursuant to this Section 4 shall be the sole and agree that exclusive remedy for any failure by the Issuers will not be required to pay Additional Interest once the Notes become freely tradeable under Rule 144comply with Sections 2, 3 and 5 hereof.
Appears in 1 contract
Additional Interest. (a) The Issuers and the Guarantors acknowledge and parties hereto agree that the Holders of Transfer Restricted Notes will suffer damages if the Issuers or the Guarantors fail to fulfill their material 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, if:
in the event that either (i) the Registered Exchange Offer is not completed (A) neither other than in the Exchange Registration Statement nor event the Issuers file a Shelf Registration Statement) or (ii) the Shelf Registration Statement, if required hereby, is not declared effective by the SEC effective, in either case on or prior to 270 days after the Effectiveness Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer"Target Registration Date"), the Issuers and interest rate on the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day following the date such Shelf Registration was filed; or
(ii) (A) the Issuers have not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders increased by (each a “Registration Default,”), then additional interest (“Additional Interest”x) shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the 90-day period immediately following the Target Registration Default Date and (which rate will be increased by y) an additional 0.25% per annum thereafter in each case until the Registered Exchange Offer is completed or the Shelf Registration Statement, if required hereby, is declared effective by the Commission or the Notes cease to constitute Transfer Restricted Notes.
(b) If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective, or the prospectus contained therein ceases to be usable at any time during the Shelf Registration Period (as a result of the issuance by the Issuers of a notice that the Shelf Registration Statement is unusable pending the announcement of a material corporate transaction, the issuance by the Issuers of a notice suspending use of the Shelf Registration Statement as may be required under applicable securities laws to be issued or for each subsequent any other reason), and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any twelve-month period, then the interest rate on Notes that constitute Transfer Restricted Notes will be increased (commencing on the 61st day in such twelve-month period) by (x) 0.25% per annum for the first 90-day period that immediately following such Additional Interest continues 60th day of ineffectiveness or lack of usability and (y) an additional 0.25% per annum thereafter, which additional interest shall cease to accrue, provided accrue on such date that the rate at which Shelf Registration Statement has again been declared effective or the prospectus contained therein again becomes usable. If after any such Additional Interest accrues may in no event exceed 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 on the Notes may not accrue under more than one cessation of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after accrual of additional interest the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf RegistrationStatement 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 Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultforegoing provisions.
(bc) The Issuers shall notify the Trustee within 5 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 required distributed to be paid (an “Event Date”). Any amounts of Additional Interest due the public pursuant to clause (a)(iRule 144 under the Securities Act or is saleable pursuant to Rule 144(k) or (a)(iiunder the Securities Act. Notwithstanding anything to the contrary in Sections 3(a) of this Section 4 will be payable in cashand 3(b) hereof, 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 Representatives acknowledge and agree that the Issuers will shall not be required to pay Additional Interest once additional interest to a Holder of Transfer Restricted Notes if such Holder failed to comply with its obligations to make the Notes become freely tradeable under Rule 144representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).
Appears in 1 contract
Sources: Registration Rights Agreement (Universal City Development Partners LTD)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been filed with the SEC on or 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 is 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 principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate 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 Statement has been declared effective by the SEC on or prior to before the applicable Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration is Statement has not been declared effective by the SEC on or prior before the applicable Effectiveness Date with respect to the 90th day following the date such Shelf Registration was filedStatement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers have not exchanged Exchange Notes (and related guarantees) for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective before November 24, 2005 or (B) if applicable, the a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SECthen, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.25% per annum for the first 90 days commencing on (x) November 24, 2005, in the case of (A) above, or (y) the day following such Shelf Registration Statement ceases to be effective in the Registration Default case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes may not under any circumstance accrue under more than one of the foregoing clauses (i), (ii) and (iii) of this Section 4 and the rate at which Additional Interest accrues on the Notes as a result of the provisions of clauses (i), (ii) at any one time and (iii) of this Section 4 may not exceed in no event will the aggregate 1.0% per annum; provided further, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes (and related guarantees) for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of a Subsequent Shelf Registration Statement in the case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4), Additional Interest accrue after on the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named Notes as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once payable with respect to Registrable Notes will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, 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):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of $0.05 per week per $1,000 principal amount of Registrable Notes for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional $0.05 per week per $1,000 principal amount of Registrable Notes 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of $0.05 per week per $1,000 principal amount of Registrable Notes for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional $0.05 per week per $1,000 principal amount of Registrable Notes at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers 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 30th Business Day after the date on which effectiveness of the Exchange Offer Registration Statement was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.25% $0.05 per annum week per $1,000 principal amount of Registrable Notes for the first 90 days commencing on the (x) the day following the 30th Business Day after the effectiveness of the Exchange Offer Registration Default Statement, in the case of (which A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate will be increased shall increase by an additional 0.25% $0.05 per annum for week per $1,000 principal amount of Registrable Notes at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a1) the Additional Interest on the Registrable Notes may not accrue under more than one of the foregoing clauses (i) and (iii)-(iii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate $0.30 per week per $1,000 principal amount of Registrable Notes; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) of this Section 4), (b2) if a Holder is not able to upon the effectiveness of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a applicable Shelf Registration Statement as required hereunder (in a timely manner and is therefore not named the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Registrable Notes in respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. A Holder will not be entitled to receive any Additional Interest on account of a registration default that results solely from such Holder's failure to provide to the Issuers, within the timeframe specified in Section 3(d) hereof, all information to be included in the Shelf Registration Statement in accordance with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration DefaultSection 5 hereof.
(b) The Issuers shall notify the Trustee within 5 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”"EVENT DATE"). Any amounts of Additional Interest due pursuant to clause (a)(i) or (a)(iia) 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 August 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once the will be determined based on a year made up of 360 days consisting of twelve 30-day months. No Additional Interest shall accrue with respect to Notes become freely tradeable under Rule 144that are not Registrable Notes.
Appears in 1 contract
Sources: Registration Rights Agreement (Emergency Medical Services CORP)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:
If (i) on or prior to 60 days following the date of original issuance of the Registrable Preferred Securities the Exchange Offer Registration Statement, or the Shelf Registration Statement in the event that (A) neither the Exchange Registration Statement nor Offer, or the making of any exchange by a Shelf Registration is declared effective Holder, would violate applicable law or any applicable interpretation of the staff of the Commission, (B) any action or proceeding shall have been instituted in any court by or before any governmental agency with respect to the SEC Exchange Offer which, in the judgment of the Trust and the Company, would materially impair the ability of the Trust to proceed with the Exchange Offer, (C) such Exchange Offer will result in a "Tax Event" as defined in the Indenture, or (D) there shall have been adopted or enacted any law, statute, rule or regulation which, in the judgment of the Trust and the Company, would materially impair the ability of the Trust to proceed with the Exchange Offer, has not been filed with the Commission, or (ii) on or prior to the Effectiveness Date or (B) notwithstanding that 120th day following the Issuers have consummated or will consummate an issuance of the Registrable Preferred Securities such Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Offer Registration and such Shelf Registration Statement is not declared effective by the SEC effective, or (iii) on or prior to the 90th 180th day following the date such Shelf Registration was filed; or
(ii) (A) issuance of the Issuers have not exchanged all Notes validly tendered in accordance with the terms of Registrable Preferred Securities the Exchange Offer for Exchange Notes on is not consummated or prior to the 30th Business Day after the date on which the Exchange a Shelf Registration Statement was is not declared effective or (B) if applicableeach, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “"Registration Default,”"), then additional interest (“Additional Interest”"Registration Penalty") shall will accrue on the principal amount of Debentures and, accordingly, additional Distributions will accrue on the Notes at a rate of 0.25% per annum for the first 90 days commencing on Preferred Securities, in each case from and including the day following the such Registration Default (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period 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 Default. A Registration Default has been cured. Additional Interest Penalty will be paid semi-annually in arrears arrears, with the interest first semi-annual payment due on the first interest or distribution payment date date, as applicable, following the date on which such Additional Interest Registration Penalty begins to accrue; provided, howeverand will accrue at a rate per annum equal to an additional one-quarter of one percent (0.25%) per Registration Default (not to exceed in the aggregate 0.50%) of the principal amount or liquidation amount, that (a) the Additional Interest as applicable. Such Registration Penalty will cease to accrue on the Notes may not accrue under more than one of date on which the foregoing clauses (i) and (ii) at any one time and in no Exchange Offer is consummated or the Shelf Registration Statement is declared effective by the Commission, as applicable. In the event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with that a Shelf Registration in a timely manner Statement is filed and is therefore not named as a selling security holder in a Shelf Registrationdeclared effective, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Issuers shall notify the Trustee within 5 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required but subsequently ceases to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in casheffective during the Effectiveness Period for more than 90 days, on the dates and in the manner provided in the Indenture and whether or not consecutive, during any cash interest would 12-month period, then a Registration Penalty will accrue at a rate per annum equal to one-half of one percent (0.50%) of the principal amount or liquidation amount, as applicable, from such 91st day until such time as the Shelf Registration Statement again becomes effective. At no time will a Registration Penalty in excess of one-half of one percent (0.50%) be payable on such date, commencing with pursuant to the first such semi-annual date occurring after any such Additional Interest commences to accrueprovisions of the Registration Rights Agreement.
(c) The Representatives acknowledge and agree that the Issuers will not be required to pay Additional Interest once the Notes become freely tradeable under Rule 144.
Appears in 1 contract
Sources: Registration Rights Agreement (Bankunited Financial Corp)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:each of the Issuers agrees to pay, as liquidated damages, additional cash interest, whether or not cash interest is otherwise payable on the Registrable Notes pursuant to the terms of the Indenture, 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 a the Initial Shelf Registration is declared effective by the SEC has been filed on or prior to the Effectiveness Filing Date 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 Guarantors 75th 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 76th day following delivery of the Shelf Notice, Additional Interest shall accrue on the average Accreted Value (as defined in the Indenture) during the period of the Registrable Notes at a rate of 0.50% per annum of such average Accreted Value for the first 90 days immediately following the Filing Date or such 75th day, as the case may be, such Additional Interest rate increasing by an additional 0.25% per annum of such average Accreted Value 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 SEC Commission on or prior to the 90th Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the average Accreted Value during the period of the Registrable Notes at a rate of 0.50% per annum of such average Accreted Value for the first 90 days immediately following the date day after the applicable Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.25% per annum of such average Accreted Value at the beginning of each subsequent 90-day period; orand
(iiiii) if (A) the Issuers 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 30th Business Day 35 days after the date on which the Exchange Registration Statement was declared effective, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (BC) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount average Accreted Value during the period of the Registrable Notes at a rate of 0.250.50% per annum of such average Accreted Value for the first 90 days commencing on the (x) 36th day following after such effective date in the case of (A) above or (y) the day such Exchange Registration Default Statement or Shelf Registration ceases to be effective in the case of (which B) and (C) above, such Additional Interest rate will be increased increasing by an additional 0.25% per annum for of such average Accreted Value at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Registrable Notes -------- ------- may not accrue under more than one exceed in the aggregate 2.0% per annum of the foregoing clauses average Accreted Value of the Registrable Notes during the interest payment periods in which such Additional Interest shall accrue; provided further that (1) upon the filing of -------- ------- the Exchange Registration Statement or each Shelf Registration (in the case of (i) and above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) at any one time above), or (3) upon the exchange of Exchange Notes for all Registrable Notes validly tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and in no event will (C) above), Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named on any Registrable Notes then accruing Additional Interest as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(iii) of this Section 4 will be payable in cash, cash semi-annually on each March 15 and September 15 (to the dates Holders of Registrable Notes of record on 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 payment date occurring after any such Additional Interest commences to accrue.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the applicable Additional Interest rate by the applicable average Accreted Value of the Notes become freely tradeable under Rule 144subject 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 the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Muzak Holdings Finance Corp)
Additional Interest. (a) The Issuers Company and the Guarantors acknowledge and Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers or the Guarantors fail Company fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative):
(i) (A) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .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 Date, Additional Interest shall be accrued on the Registrable Securities included or (B) notwithstanding that which should have been included in such Registration Statement over and above the Issuers have consummated or will consummate an Exchange Offer, stated interest at a rate of .25% per annum for the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day first 90 days immediately following the date day after the Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; orand
(iiiii) if (A) the Issuers have Company has not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which Consummation Date or (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (BC) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue be accrued on the principal amount of Registrable Securities (over and above any interest otherwise payable on the Notes Registrable Securities) at a rate of 0.25.25% per annum for the first 90 days commencing on the (x) 166th day following after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Default Statement ceases to be effective in the case of (which B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate will be increased increasing by an additional 0.25.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (a1) upon the filing of the Exchange Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of Exchange Securities for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Notes Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may not accrue under more than one of be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the foregoing clauses (i) and (ii) at contrary, so long as any one time and in Registrable Security is then covered by an effective Shelf Registration Statement, no event will Additional Interest shall accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaulton such Registrable Security.
(b) The Issuers Company shall notify the Trustee within 5 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 The Company shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the 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 as set forth in the Indenture. The amount of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cashdetermined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such Holders, on multiplied by a fraction, the dates and in numerator of which is 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 number of days such Additional Interest commences to accrue.
rate was applicable during such period (c) The Representatives acknowledge and agree that determined on the Issuers will not be required 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 once shall be deemed to accrue immediately following the Notes become freely tradeable under Rule 144occurrence 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
Sources: Registration Rights Agreement (Pen Tab Industries Inc)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers 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 30th Business Day 90th day after the date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the (x) 91st day following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and - (iiiii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a Holder is result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Issuers shall not able be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or does not provide the representations and information required in connection with 4(a)(iii)(B) during a Shelf Registration 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 receive any Additional Interest with respect to its Notes; and (cSuspension Period permitted by Section 3(a) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaulthereof.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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 (Omega Healthcare Investors Inc)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative):
(i) (A) neither if the Exchange Registration Statement nor a has not been filed on or prior to the Filing Date or the Initial Shelf Registration has not been filed on or prior to the date by which it is required to be filed pursuant to Section 3(a) hereof, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of 25 basis points per annum for the first 90 days immediately following the Filing Date or such required date, as the case may be, such Additional Interest rate increasing by an additional 25 basis points per annum at the beginning of each subsequent 90-day period;
(ii) if Additional Interest is not then accruing pursuant to Section 4(a)(i) and the Exchange Registration Statement is not declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Initial Shelf Registration is not declared effective by the SEC on or prior to the 90th 135th day after filing thereof, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated inter- est at a rate of 25 basis points per annum for the first 90 days immediately following the date day after the Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 25 basis points per annum at the beginning of each subsequent 90-day period; orand
(iiiii) if Additional Interest is not then accruing pursuant to Section 4(a)(i) and 4(a)(ii) and (A) the Issuers have not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which Consummation Date (including by reason of the Exchange Registration Statement was declared effective ceasing to be effective) or (B) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue be accrued on the principal amount of Registrable Securities (over and above any interest otherwise payable on the Notes Registrable Securities) at a rate of 0.25% 25 basis points per annum for the first 90 days commencing on the (x) 165th day following after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, such Additional Interest rate will be increased increasing by an additional 0.25% 25 basis points per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that the Additional Interest rate on the Registrable Securities may not exceed at any one time in the aggregate 100 basis points per annum; and provided, further, that (a1) upon the filing of the Exchange Registration Statement or a Shelf Registration as required hereunder (in the case of clause (a)(i) of this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration as required hereunder (in the case of clause (a)(ii) of this Section 4), or (3) upon the exchange of Exchange Securities for all Notes tendered (in the case of clause (a)(iii)(A) of this Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of clause (a)(iii)(B) of this Section 4), Additional Interest on the Notes Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may not accrue under more than one of be, shall cease to accrue. It is understood and agreed that, notwithstanding any provision to the foregoing clauses (i) and (ii) at contrary, so long as any one time and in Registrable Security is then covered by an effective Shelf Registration Statement, no event will Additional Interest shall accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive on such Registrable Security. Payment of any Additional Interest with respect shall be subject to its Notes; and (c) the Issuers Section 9 and the Guarantors will have no other liabilities with respect to any Registration Defaultpenultimate paragraph of Section 5.
(b) The Issuers shall notify the Trustee within 5 Business Days five business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts The Issuers shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual in- terest payment date, immediately available funds in sums sufficient to pay the 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 as set forth in the Indenture. The amount of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cashdetermined by applying the applicable Additional Interest rate to the principal amount of the affected Registrable Securities of such Holders, (determined on the dates and basis of a 360-day year comprised of twelve 30-day months and, in the manner provided in case of a partial month, 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 Representatives acknowledge and agree that the Issuers will not be required actual number of days elapsed). Each obligation to pay Additional Interest once shall be deemed to accrue immediately following the Notes become freely tradeable under Rule 144occurrence of the applicable Event Date provided, however, that if the applicable Event Date is not a business day, Additional Interest shall not begin to accrue or increase, as the case may be, until the next succeeding business day. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes the sole and exclusive remedy for a breach of Section 2 or 3 and is 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 Registration Statement 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
Sources: Registration Rights Agreement (United Auto Group Inc)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchaser agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Shelf Registration has been filed 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 principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each such lapsed Filing Date, and such Additional Interest rate 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 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 Securities at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers have not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day 150th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.25% per annum for the first 90 days commencing on (x) the 36th day after such effective date, in the case of (A) above, or (y) the day following such Shelf Registration ceases to be effective in the Registration Default case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.50% per annum; provided, further, however, that (a1) upon the filing of the applicable Exchange Offer Registration Statement or the Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4), Additional Interest on the Notes may not accrue under more than one in respect of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers accrue and the Guarantors interest rate borne by the Registrable Notes will have no other liabilities with respect be reduced to any Registration Defaultthe original interest rate.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers Company and the Guarantors acknowledge each Subsidiary Guarantor acknowledges and agree agrees that the Holders of Transfer Restricted Securities will suffer damages if the Issuers Company or the Guarantors fail any Subsidiary Guarantor fails to fulfill their 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, if:the 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) (A) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or the Shelf Filing Date, as applicable, Additional Interest shall accrue on the Transfer Restricted Securities over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Transfer Restricted Securities for the first 90 days immediately following the Filing Date or Shelf Filing Date, as applicable, 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 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 Issuers have consummated or will consummate an Exchange OfferShelf Effectiveness Date, as applicable, Additional Interest shall accrue on the Issuers Transfer Restricted Securities over and above any stated interest at a rate of 0.25% per annum of the Guarantors are required to file a Shelf Registration and principal amount of such Shelf Registration is not declared effective by Transfer Restricted Securities for the SEC on or prior to the 90th day first 90 days immediately following the date Effectiveness Date or Shelf Effectiveness Date, as applicable, such Shelf Registration was filed; orAdditional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(iiiii) if (A) the Issuers have Company (and any Subsidiary Guarantor) has not exchanged Exchange Notes for all Notes Transfer Restricted Securities validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th date that is 30 Business Day Days after the date on which Effectiveness Date, (B) the Exchange Offer Registration Statement was declared ceases to be effective or at any time prior to the time that the Exchange Offer is consummated, (BC) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided second anniversary of its effective date (other than such time as all Transfer Restricted Securities 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 Company issues a written notice pursuant to Section 6(e)(v) or (vi) that the Issuers a Shelf Registration or Exchange Offer Registration Statement is unusable and the Guarantors will be permitted to suspend the use aggregate number of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three365-month day period and not for which all such notices issued or required to exceed an aggregate of be issued, have been, or were required to be, in effect exceeds 90 days in any twelve-month period and without specifying the nature aggregate, in the case of a Shelf Registration, or 15 days in the event giving rise to a suspension aggregate in any notice the case of suspension provided to the Holders (each a “an Exchange Offer Registration Default,”)Statement, then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Transfer Restricted Securities, over and above any stated interest, at a rate of 0.25% per annum for of the first 90 days principal amount of such Transfer Restricted Securities commencing on (w) the 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the day following the Exchange Offer Registration Default Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (which 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 Offer Registration Statement or Shelf Registration ceases to be usable and exceeds the dates set forth in clause (D) above, in the case of clause (D) above, such Additional Interest rate will be increased increasing by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) that, in each case, the maximum Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and (ii) exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Offer Registration Statement or Initial Shelf Registration (in no event will Additional Interest accrue after the Effectiveness Periodcase of (i) above), (b2) if a Holder is not able upon the effectiveness of the Exchange Offer Registration Statement or Initial Shelf Registration (in the case of (ii) above), (3) upon the exchange of Exchange Notes for all Transfer Restricted Securities tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Offer Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or does not provide upon the representations and information required in connection with effectiveness of a Shelf Registration which had ceased to remain effective (in a timely manner and is therefore not named the case of (iii)(C) above), or (4) upon the effectiveness of such Registration Statement or Exchange Offer Registration Statement (in the case of clause (iii)(D) above), Additional Interest on the Transfer Restricted Securities as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers Company shall notify the Trustee within 5 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) or ), (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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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: Debt Registration Rights Agreement (Green Field Energy Services, Inc.)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.50% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate shall increase by an additional 0.50% 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers 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 30th Business Day 210th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) 210th day following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.0% per annum; provided, further, however, that (a1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of 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) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Notes may not accrue under more than one in respect of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers Company shall notify the Trustee within 5 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)(iia)(iii) of this Section 4 4(a) 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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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 (Magnum Hunter Resources Inc)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchaser agree that the Holders will suffer damages if the Issuers or the Guarantors fail fails to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if:
(i) (A) neither the Exchange Registration Statement nor a Shelf Registration Offer is declared effective by the SEC not consummated on or prior to the Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 180th day following the date such Shelf Registration was filedIssue Date, or, if that day is not a Business Day, the next day that is a Business Day; or
(ii) (A) the Issuers have not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been is required to be filed but is not declared effective and within the time period specified in Section 3(b)(x), or is declared effective by such date but thereafter ceases to be effective or usable (unless the Shelf Registration ceases to be effective at any time prior to or usable as specifically permitted by the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use penultimate paragraph of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasonsSection 5 hereof), including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues event referred 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 on the Notes may not accrue under more than one of the foregoing clauses (i) and (ii) at any one time and a “Registration Default”), additional interest in no event the form of additional cash interest (“Additional Interest”) will accrue on the affected Registrable Notes. The rate of Additional Interest accrue will be 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum amount of Additional Interest of 1.00% per annum, from and including the date on which any such Registration Default shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured or (2) the date on which such Registrable Note ceases to be a Registrable Note or otherwise become freely transferable by Holders other than affiliates of the Issuers without further registration under the Securities Act. If, after the Effectiveness Periodcure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest for such subsequent Registration Default shall initially be 0.25% regardless of the rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default and shall increase in the manner and be subject to the maximum Additional Interest rate contained in the preceding sentence. Notwithstanding the foregoing, (b1) if the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Registrable Notes that is not able entitled to or does not provide the representations and information required in connection with a benefits of the Shelf Registration in a timely manner and is therefore (e.g., such Holder has not named as a selling security holder in a Shelf Registration, the Holder will elected to include information) shall not be entitled to receive any Additional Interest with respect to its Notes; and (c) a Registration Default that pertains to the Issuers and the Guarantors will have no other liabilities with respect to any Registration DefaultShelf Registration.
(b) The Issuers So long as Notes remain outstanding, the Company shall notify the Trustee within 5 five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”)paid. Any amounts of Additional Interest due pursuant to clause clauses (a)(i) or (a)(ii) of this Section 4 will be payable in cash, cash semi-annually 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 dateDecember 15 (each a “Additional Interest Payment Date”), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue.
(c) The Representatives acknowledge and agree that the Issuers will not be required , to pay Holders to whom regular interest is payable on such Additional Interest once Payment Date with respect to Notes that are Registrable Notes. The amount of Additional Interest for each Registrable Note will be determined by multiplying the Notes become freely tradeable under Rule 144applicable rate of Additional Interest by the aggregate principal amount of such Registrable Note outstanding on the Additional Interest Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to a Registration Default (and thereafter at the next succeeding Additional Interest Payment Date until the cure of such Registration Default), and multiplying the product of the foregoing by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day 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) The Issuers Issuer and the Guarantors acknowledge and Initial Purchaser agree that the Holders will suffer damages if the Issuers or the Guarantors fail Issuer fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuer agrees to pay as liquidated damages, additional interest on the 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 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 principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate 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 Issuer has consummated or will consummate an the Exchange Offer, the Issuers and the Guarantors are Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 Securities at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers have Issuer has not exchanged Exchange Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day 300th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use Period (other than because of the prospectus that is part sale of all of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”Securities registered thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Registrable Securities at a rate of 0.25% per annum for the first 90 days commencing on the (x) 300th day following after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective (which other than because of the sale of all of the Securities registered thereunder), in the case of (B) above, and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes Securities may not accrue under more than one of the foregoing clauses (i) and - (iiiii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in no event will the aggregate 0.75% per annum; provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or the Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4) or (3) upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest accrue after on the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required Securities in connection with a Shelf Registration in a timely manner and is therefore not named respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers Issuer shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable Additional Interest rate by the principal amount of the Registrable 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 (Kronos International Inc)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:
If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (Aother than the Private Exchange Securities, if issued) neither on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement nor a or the 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 an Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 90th day following date specified herein for such effectiveness (the date such Shelf Registration was filed; or
“Effectiveness Target Date”), (iiiii) (A) the Issuers have not exchanged all Notes validly tendered in accordance with the terms of 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 Notes on or prior Offer within 45 days of the Effectiveness Target Date with respect to the 30th Business Day after the date on which Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been Statement required to be filed and declared effective and such Shelf Registration hereunder is declared effective but thereafter ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings usable in connection with the SECExchange Offer or resales of Securities, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying as the nature of case may be, during the event giving rise to a suspension in any notice of suspension provided to the Holders 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 interest amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) shall accrue on while a Registration Default is continuing immediately following the principal amount occurrence of the Notes at a rate of such Registration Default, by 0.25% per annum for the first 90 days commencing on the day following the Registration Default (which annum, such interest rate will be increased increasing by an additional 0.25% per annum for at the beginning of each subsequent 90-day period that such (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed of 1.00% per annum. Upon (A) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (B) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (C) 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 (D) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to but excluding be effective (in the day on which case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default has been cured. Additional Interest will described in such clause shall cease to accrue (but any accrued amount shall be paid semi-annually in arrears with payable) and the interest payment due rate on the first interest payment date following Securities shall revert to the date on which such Additional Interest begins to accrue; provided, however, that (a) the Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i) and (ii) at any one time and in original rate if no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf other Registration in a timely manner Default has occurred and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) continuing. The Issuers Issuer shall notify the Trustee within 5 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) or (a)(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 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 Additional Interest commences to accrue.
(c) The Representatives acknowledge and agree that the Issuers will not be required Indenture. Each obligation to pay Additional Interest once shall be deemed to accrue from and including the Notes become freely tradeable under Rule 144day following the applicable Event Date.
Appears in 1 contract
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers 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 30th Business Day 210th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the (x) 211th day following after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a1) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and (iii)-(iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in no event will the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest accrue after on the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required Notes in connection with a Shelf Registration in a timely manner and is therefore not named respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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) or (a)(iia) 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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once 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. No Additional Interest shall accrue with respect to Notes become freely tradeable under Rule 144that are not Registrable Notes.
Appears in 1 contract
Sources: Registration Rights Agreement (Listerhill Total Maintenance Center LLC)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the 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 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 Securities at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 Securities at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers have not exchanged Exchange Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day day after the date on which the Exchange Registration Statement was declared effective Effectiveness Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) 31st day following after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes Securities may not accrue under more than one of the foregoing clauses (i) and - (iiiii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in no event will the aggregate 2.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest accrue after on the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required Securities in connection with a Shelf Registration in a timely manner and is therefore not named respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable Additional Interest rate by the principal amount of the Registrable 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
Additional Interest. (a) The Issuers Company and the Guarantors acknowledge each Guarantor acknowledges and agree agrees that the Holders of Registrable Notes will suffer damages if the Issuers Company or the Guarantors fail any Guarantor fails to fulfill their 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, if:the Company and the 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 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 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 for the first 90 days immediately following such 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 or Date, (B) notwithstanding that the Issuers have Company has consummated or will consummate an Exchange Offer, the Issuers and the Guarantors are 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 for the first 90 days immediately following such 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
(iiiii) if (A) the Issuers have Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered and not withdrawn in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day date that is 45 days after the date on which the Exchange Registration Statement was declared effective or Effectiveness Date, (B) if applicable, the 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 Effectiveness Period; provided that second anniversary of the Issuers and the Guarantors will be permitted Issue Date (other than during a Blackout Period or after such time as all Notes have been disposed of thereunder), or (C) we issue a valid notice to suspend the use of the prospectus that is part of the Prospectus included in any Shelf Registration Statement and such suspension, when taken together with all other suspensions, if their management determines any (but solely to do so for valid business reasonsthe extent not concurrent), including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in during any three-12 month period and not to exceed an aggregate of exceeds 90 days days, then, in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”)case, then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum for the first 90 days commencing on (x) the 46th day after the Effectiveness Date, in the case of clause (A) above, (y) the day following such Shelf Registration Statement ceases to be effective or useable, in the case of clause (B) above, or (z) the day the Prospectus in any Shelf Registration Default Statement is suspended for any period in excess of 90 Days during any 12-month period, in the case of clause (which C) above, such Additional Interest rate will be increased increasing by an additional 0.25% per annum for at the beginning of each subsequent 90-day period that such Additional Interest continues period, subject to accrue, provided that the rate at which such Additional Interest accrues may provisos 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 accruelast sentence of this paragraph; provided, however, that (a) the Additional Interest on the Notes may will not accrue under more than one of the foregoing clauses (i) and ), (ii) or (iii) at any one time and in no event will time; provided further, however, that the amount of Additional Interest accrue after accruing on the Effectiveness PeriodNotes shall not exceed at any one time in the aggregate 1.0% 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), (b2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide Shelf Registration Statement (in the representations and information required case of clause (ii) above), (3) upon the exchange of Exchange Notes for all Notes tendered (in connection with the case of clause (iii)(A) above), (4) upon the effectiveness of a Shelf Registration Statement which had ceased to remain effective (in a timely manner and is therefore not named the case of clause (iii)(B) above), or (5) upon the day the Prospectus in any Shelf Registration Statement the use of which was previously suspended may be used again (in the case of clause (iii)(C) above), Additional Interest on the Notes as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers Company shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers 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 30th Business Day 45th day after the date on which the Exchange Registration Statement was declared effective applicable Effectiveness Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the 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 for the first 90 days commencing on the (x) 46th day following after applicable Effectiveness Date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and - (iiiii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 2.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a Holder is result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Issuer shall not able be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or does not provide the representations and information required in connection with 4(a)(iii)(B) during a Shelf Registration 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 receive any Additional Interest with respect to its Notes; and (cSuspension Period permitted by Section 3(a) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaulthereof.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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 (Omega Healthcare Investors Inc)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers 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 30th Business Day after earlier of the 195th day following the Acquisition Date and the 45th day from date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the 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 195th day following the Acquisition Date and the 46th day from date the Exchange Offer Registration Default Statement was declared effective, in the case of (which A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate will be increased shall increase by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and - (iiiii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 2.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if a Holder is not able to upon the effectiveness of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a applicable Shelf Registration Statement as required hereunder (in a timely manner and is therefore not named the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material 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, if:the Issuers agree, to pay, jointly and severally, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90 day period; or
(iiiii) if (A) the Issuers 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 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) 46th day following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-90 day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and (iii)-(iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in no event will the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest accrue after on the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required Notes in connection with a Shelf Registration in a timely manner and is therefore not named respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers and the Guarantors acknowledge and Initial Purchaser agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the 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 Shelf Registration has been filed 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 Securities at a rate of 0.5% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.5% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 Securities at a rate of 0.5% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.5% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers have not exchanged Exchange Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day day after the date on which the Exchange Registration Statement was declared effective Effectiveness Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.250.5% per annum for the first 90 days commencing on the (x) 31st day following after the Effectiveness Date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.250.5% per annum for at the beginning of each such subsequent 90-day period that such Additional Interest continues to accrueperiod; PROVIDED, 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, howeverHOWEVER, that (a) the Additional Interest rate on the Notes Securities may not accrue under more than one of the foregoing clauses (i) and - (iiiii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in no event will the aggregate 1.0% per annum; PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest accrue after on the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required Securities in connection with a Shelf Registration in a timely manner and is therefore not named respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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”"EVENT DATE"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) 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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable Additional Interest rate by the principal amount of the Registrable 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 (Inn of the Mountain Gods Resorts & Casino)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative except as otherwise provided below):
(i) (A) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .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 Date, Additional Interest shall accrue on the Registrable Securities included or (B) notwithstanding that which should have been included in such Registration Statement over and above the Issuers have consummated or will consummate an Exchange Offer, stated interest at a rate of .25% per annum for the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day first 90 days immediately following the date day after the Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; orand
(iiiii) if (A) the Issuers have Company has not exchanged Exchange Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which Consummation Date or (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (BC) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Registrable Securities (over and above the Notes stated interest rate otherwise payable on the Registrable Securities) at a rate of 0.25.25% per annum for the first 90 days commencing commenc- ing on the (x) 151st day following after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Default Statement ceases to be effective in the case of (which B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate will be increased increasing by an additional 0.25.25% per annum for at the beginning of each such subsequent 90-day period period; provided, that such the Additional Interest continues to accrue, provided that rate on the rate Registrable Securities may not exceed at which such Additional Interest accrues may any one time in no event exceed 1.00the aggregate 1.0% 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; and provided, howeverfurther, that (a1) upon the filing of the Exchange Registration Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of Exchange Securities for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Notes Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may not accrue under more than one 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 the foregoing clauses (i) and (ii) at any one time and whether a Blocking Period is in effect), no event will Additional Interest shall accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaulton such Registrable Security.
(b) The Issuers Company shall notify the Trustee within 5 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 Issuers shall pay the Additional Interest due pursuant to clause (a)(i) or (a)(ii) on the Registrable Securities by depositing with the Trustee, 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 June 1 or December 1, commencing with as the first case may be, immediately preceding such semi-annual interest payment date occurring after any (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 of the affected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest commences to accrue.
rate was applicable during such period (c) The Representatives acknowledge and agree that determined on the Issuers will not be required 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 including the first day but excluding the last day of such period), and, the denominator of which is 360. Each obligation to pay Additional Interest once shall be deemed to accrue immediately following the Notes become freely tradeable under Rule 144occurrence 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) The Issuers Company and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail Company fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate 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 Company has consummated or will consummate an the Exchange Offer, the Issuers and the Guarantors are Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day following the date Effectiveness Date applicable to such Shelf Registration was filed; or
(ii) (A) Registration, then, commencing on the Issuers have not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day day after the date on which the Exchange Registration Statement was declared effective or (B) if applicablesuch Effectiveness Date, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on immediately following the day following the Registration Default (which after such Effectiveness Date, and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each subsequent 90-day period that period; or
(iii) if (A) the 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 210th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the 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 for the first 90 days commencing on the (x) 210th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00shall increase by an additional 0.25% per annum) to but excluding annum at the beginning of each such subsequent 90-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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and - (iiiii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in no event will the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4) or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest accrue after on the Effectiveness PeriodNotes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), (bas 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) if a Holder is not able to or does not provide the representations and information required in connection with 4(a)(iii)(B) during a Shelf Registration 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 receive any Additional Interest with respect to its Notes; and (cSuspension Period permitted by Section 3(a) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaulthereof.
(b) The Issuers Company shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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 (Istar Financial Inc)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative except as otherwise provided below):
(i) (A) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .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 Date, Additional Interest shall be accrued on the Registrable Securities included or (B) notwithstanding that which should have been included in such Registration Statement over and above the Issuers have consummated or will consummate an Exchange Offer, stated interest at a rate of .25% per annum for the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day first 90 days immediately following the date day after the Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; orand
(iiiii) if (A) the Issuers have company has not exchanged Exchange Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which Consummation Date or (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (BC) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue be accrued on the principal amount of Registrable Securities (over and above any interest otherwise payable on the Notes Registrable Securities) at a rate of 0.25.25% per annum for the first 90 days commencing on the (x) 251st day following after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Default Statement ceases to be effective in the case of (which B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate will be increased increasing by an additional 0.25.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that the Additional Interest rate on the Registrable Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (a1) upon the filing of the Exchange Registration Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration as required hereunder (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the Notes Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may not accrue under more than one of be, shall cease to accrue. It is understood and agreed that, notwithstanding any provision to the foregoing clauses (i) and (ii) at contrary, so long as any one time and in Registrable Security is then covered by an effective Shelf Registration Statement, no event will Additional Interest shall accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaulton such Registrable Security.
(b) The Issuers Company shall notify the Trustee within 5 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 The Issuers shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the 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 as set forth in the Indenture. The amount of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cashdetermined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such Holders, on multiplied by a fraction, the dates and in numerator of which is 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 number of days such Additional Interest commences to accrue.
rate was applicable during such period (c) The Representatives acknowledge and agree that determined on the Issuers will not be required 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 including the first day but excluding the last day of such period), and, the denominator of which is 360. Each obligation to pay Additional Interest once shall be deemed to accrue immediately following the Notes become freely tradeable under Rule 144occurrence 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) The Issuers Issuer and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail Issuer fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, ifthe Issuer agrees to pay, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth 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 at a rate of 0.25% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate 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 Statement has been declared effective by the SEC on or prior to the applicable Effectiveness Date or Date, (B) notwithstanding that the Issuers have Issuer has consummated or will consummate an the Exchange Offer, the Issuers and the Guarantors are Issuer is required to file a Shelf Registration Statement and such Shelf Registration is Statement has not been declared effective by the SEC on or prior to the 90th day following the date applicable Effectiveness Date with respect to such Shelf Registration was filedStatement 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 at a rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers have Issuer has 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 30th Business Day after the date on which the Exchange Registration Statement was declared effective or May 29, 2004, (B) if applicable, the a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to during the Effectiveness Period; provided that Period or (C) the Issuers and Issuer is required to pay Additional Interest (as defined in the Guarantors will be permitted Other Registration Rights Agreement) pursuant to suspend the use Section 4(a)(iii)(A) or (B) of the prospectus that is part of the Shelf Other Registration if their management determines to do so for valid business reasonsRights Agreement, including circumstances relating to pending corporate developments and similar events or filings with the SECthen, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) May 29, 2004, in the case of (A) above, or (y) the day following such Shelf Registration Statement ceases to be effective in the case of (B) above or (z) the date the Additional Interest (as defined in the Other Registration Default Rights Agreement) begins to accrue under the terms of the Other Registration Rights Agreement in the case of (which C), and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest on the Notes may not under any circumstance accrue under more than one of the foregoing clauses (i), (ii) and (iii) of this Section 4 and the rate at which Additional Interest accrues on the Notes as a result of the provisions of clauses (i), (ii) at any one time and (iii) of this Section 4 may not exceed in no event will the aggregate 1.0% per annum; provided further, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) (A) or (B) of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) (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) of this Section 4), or upon the effectiveness of a Subsequent Shelf Registration Statement in the case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4), Additional Interest accrue after on the Effectiveness PeriodNotes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Additional Interest on the Notes as a result of clauses (i)(C), (bii)(C) or (iii)(C) of this Section 4 shall cease to accrue if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect (as defined in the Other Registration Rights Agreement) ceases to its Notes; and (c) accrue under the Issuers and the Guarantors will have no other liabilities with respect to any Other Registration DefaultRights Agreement.
(b) The Issuers Issuer shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once payable with respect to Registrable Notes will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers and the Guarantors acknowledge and agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:
(i) (A) neither the Exchange Registration Statement nor a 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 an Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day following the date such Shelf Registration was filed; or
(ii) (A) the Issuers have not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues Default, and increasing to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) thereafter, 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 on the Notes may not accrue under more than one of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Issuers shall notify the Trustee within 5 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash, 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 Representatives acknowledge and agree that the Issuers will not be required to pay Additional Interest once the Notes become freely tradeable under Rule 144.
Appears in 1 contract
Sources: Registration Rights Agreement (Cincinnati Bell Inc)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers, jointly and severally, agree to pay, as liquidated damages, 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 (A) neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC has been filed on or prior to 120 days after the Effectiveness Date Issue Date, or (B) notwithstanding that the Issuers have Company has consummated or will consummate an Exchange Offer, the Issuers Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Guarantors are 90th day after the delivery of a Shelf Notice, then commencing on the day after either such required Filing Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.25% per annum 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 180 days after the Issue Date 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 SEC on or prior to the 90th 180th day following the date such Shelf Registration was filed, then commencing on the day after the Effectiveness Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orand
(iiiii) if (A) the Issuers have not exchanged all Notes validly tendered in accordance with the terms of consummated the Exchange Offer for Exchange Notes on or prior to within 210 days from the 30th Business Day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use second anniversary of the prospectus Issue Date (other than after such time as all Notes have been disposed of thereunder) and is not replaced within 60 days by an Additional Shelf Registration that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments filed and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”)declared effective, then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Notes over and above the Notes stated interest at a rate of 0.25% per annum for the first 90 days commencing on the (x) 36th day following after such effective date in the case of (A) above or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, such Additional Interest rate will be increased increasing by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and through (iiiii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 0.75% per annum; provided, further, however, that (1) upon the filing of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) above), (b2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required Initial Shelf Registration (in connection with 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 a Shelf Registration which had ceased to remain effective (in a timely manner and is therefore not named the case of (iii)(B) above), Additional Interest on the Notes as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers accrue and the Guarantors will have no other liabilities with respect interest rate borne by the Registrable Notes shall be reduced to any Registration Defaultthe original interest rate.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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 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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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 the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Issuers Company and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail Company fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:
the Company agrees to pay, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate 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 Issuers have Company has consummated or will consummate an the Exchange Offer, the Issuers and the Guarantors are Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
or (iiiii) if (A) the Issuers have Company has 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 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) 46th day following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.0% per annum; provided, further, however, that (a1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Issuers shall notify the Trustee within 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 such events relate as a result of Additional Interest due pursuant to such clause (a)(i) or (a)(ii) of this Section 4 will be payable in cashthe relevant subclause thereof), on as the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such datecase may be, commencing with the first such semi-annual date occurring after any such Additional Interest commences shall cease to accrue.
(c) The Representatives acknowledge and agree that the Issuers will not be required to pay Additional Interest once the Notes become freely tradeable under Rule 144.
Appears in 1 contract
Sources: Registration Rights Agreement (Big Flower Press Holdings Inc /Pred/)
Additional Interest. (a) The Issuers Company and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail Company fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate 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 Company has consummated or will consummate an the Exchange Offer, the Issuers and the Guarantors are Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day following the date Effectiveness Date applicable to such Shelf Registration was filed; or
(ii) (A) Registration, then, commencing on the Issuers have not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day day after the date on which the Exchange Registration Statement was declared effective or (B) if applicablesuch Effectiveness Date, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on immediately following the day following the Registration Default (which after such Effectiveness Date, and such Additional Interest rate will be increased shall increase by an additional 0.25% per annum for at the beginning of each subsequent 90-day period that period; or
(iii) if (A) the 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 210th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the 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 for the first 90 days commencing on the (x) 210th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00shall increase by an additional 0.25% per annum) to but excluding annum at the beginning of each such subsequent 90-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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and - (iiiii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in no event will the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4) or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest accrue after on the Effectiveness PeriodNotes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), (bas 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) if a Holder is not able to or does not provide the representations and information required in connection with 4(a)(iii)(B) during a Shelf Registration 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 receive any Additional Interest with respect to its Notes; and (cSuspension Period permitted by Section 3(a) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaulthereof.
(b) The Issuers Company shall notify the Trustee within 5 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)(iia)(iii) of this Section 4 will be payable in cash, in each case, semiannually on each March 1 and September 1 (to the holders of record on the dates February 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on August 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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 (Istar Financial Inc)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by has been filed with the SEC on or prior to the Effectiveness date 90 days after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Guarantors Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate shall increase by an additional 0.50% 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 date 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 and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day following the date Effectiveness Date in respect of such Shelf Registration was filedRegistration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days immediately following such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers have not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day 45th day after the date on which the applicable Exchange Offer Registration Statement was or Shelf Registration is declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use second anniversary of the prospectus that is part Issue Date (other than after such time as all Notes have been disposed of the Shelf Registration if their management determines thereunder or all Notes are eligible to do so for valid business reasons, including circumstances relating be sold pursuant to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”Rule 144(k)), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.250.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day following such Shelf Registration ceases to be effective, in the Registration Default case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and (iii)-(iii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 1.00% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if a Holder is not able to upon the effectiveness of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a applicable Shelf Registration as required hereunder (in a timely manner and is therefore not named the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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 (Fleming Companies Inc /Ok/)
Additional Interest. (a) The Issuers Notes Issuer and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail Notes Issuer fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:
(i) (A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior Notes Issuer agrees to the Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offerpay, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day following the date such Shelf Registration was filed; or
(ii) (A) the Issuers have not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective or (B) if applicableas liquidated damages, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then 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):
(i) if neither (x) the Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 365 days of the one-year anniversary of the Issue Date, then Additional Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.25% per annum on the principal amount of such Registrable Notes for the first 90 days commencing on the day following the Registration Default (which rate will be increased from and including such specified date and increasing by an additional 0.25% per annum for at the beginning of each subsequent 90-day period thereafter; provided that such Additional Interest continues to accrue, provided that in the rate at which such Additional Interest accrues aggregate under this Section 4 may in no event not exceed 1.00% per annumannum 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 but excluding file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 365th 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 which 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 Default Statement required by Section 3(a) of this Agreement has been cured. Additional Interest will declared effective but thereafter ceases to be paid semi-annually in arrears with 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 interest payment due number of days permitted by the second paragraph of Section 3(a) hereof, then commencing on the first interest payment date 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 begins shall accrue on the Registrable Notes at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days from and including such day, as applicable, following the date on which such Shelf Registration Statement ceases to accruebe effective 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; provided, however, that upon (a1) the Additional Interest on the Notes may not accrue under more than one completion of the foregoing clauses Exchange Offer (in the case of paragraph (i) and above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) at any one time above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in no event will the case of paragraph (iii) above), Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able shall cease to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers Notes Issuer shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers Issuer and the Guarantors acknowledge and Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers or the Guarantors fail Issuer fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuer agrees to pay, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 Notes over and above the stated interest at a rate of 0.25% per annum 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 Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to 180 days after the Effectiveness Issue Date or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate an the Exchange Offer, the Issuers and the Guarantors are Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 45th day following the date such Shelf Registration was filed, then, commencing on the day after such required effective date, 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 each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orand
(iiiii) if either (A) the Issuers have Issuer has 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 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use second anniversary of the prospectus that is part Issue Date (other than after such time as all Notes have been disposed of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day following such Shelf Registration ceases to be effective, in the Registration Default case of (which B) above, such Additional Interest rate will be increased increasing by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and (ii) at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and in no event will Additional Interest accrue after provided, further, that (1) upon the Effectiveness Period, (b) if a Holder is not able to filing of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a Shelf Registration (in a timely manner and is therefore not named the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Notes as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers Issuer shall notify the Trustee within 5 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)(iia)(iii) of this Section 4 will be payable in cash, cash semi-annually on each November 15 and May 15 (to the holders of record on the dates November 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on May 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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 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 (Lazy Days R.V. Center, Inc.)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material 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, if:the Issuers agree, to pay, jointly and severally, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90 day period; or
(iiiii) if (A) the Issuers 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 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) 46th day following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-90 day period that such Additional Interest continues to accrueperiod; PROVIDED, 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, howeverHOWEVER, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) and (iii)-(iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in no event will the aggregate 1.0% per annum; PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest accrue after on the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required Notes in connection with a Shelf Registration in a timely manner and is therefore not named respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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”"EVENT DATE"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 at a rate of 0.50'-. per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% 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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of 0.5006 per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers 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 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) 46th day following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which B) above, and such Additional Interest rate will be increased shall increase by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period that such Additional Interest continues period;
(1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (4) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (it the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to accrueremain effective (in the case of (iii)(B) of this Section 4), 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 on the Notes may not accrue under more than one in respect of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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) The Issuers and In the Guarantors acknowledge and agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, ifevent that:
(i) (Ax) neither the Exchange Registration Statement nor a Shelf Registration Statement is not declared effective by the SEC SEC, or (y) if the Company shall have designated a previously filed and effective Automatic Shelf Registration Statement as the Shelf Registration Statement for purposes of this Agreement, the Company shall not have filed a supplement to the Prospectus to cover resales of the Registrable Securities by the Holders, in the case of either (x) or (y), on or prior to the Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers and the Guarantors are required Deadline pursuant to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day following the date such Shelf Registration was filed; or
(ii) (A) the Issuers have not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”Section 2(a)(i), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of equal to 0.25% per annum for the first 90 days commencing on 90-day period from the day following the Registration Default (which rate will be increased by such Effectiveness Deadline, and an additional 0.250.50% per annum for each subsequent 90-day period;
(ii) following the Effective Date, (A) the Company fails to make any filing required pursuant to Section 2(a)(iii) hereof prior to the ten Business Day period that applicable thereto, or (B) in the event such filing is a post effective amendment or additional Shelf Registration Statement, such post effective amendment or Shelf Registration Statement fails to become effective on or prior to the Effectiveness Deadline applicable thereto, then Additional Interest continues shall accrue on the principal amount of the Notes at a rate equal to accrue0.25% per annum for the first 90 day period from the day following such Effectiveness Deadline, as applicable, and thereafter at a rate per annum of 0.50% of the principal amount of the Notes;
(iii) following the Effective Date, a Shelf Registration Statement ceases to be effective (without being succeeded immediately by an additional Shelf Registration Statement that is filed and immediately becomes effective) or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Suspension Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided that for therein, and the rate at which 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 accrues may in no event exceed 1.00shall accrue on the principal amount of the Notes at a rate equal to 0.25% per annum) to but excluding annum for the first 90-day period from the day following such tenth Business Day, and an additional 0.50% per annum for each subsequent 90-day period;
(iv) any Suspension Period or Periods, when aggregated, exceed 45 days (or, if applicable, 60 days) in any three-month period or 90 days (or, if applicable, 120 days) in any 12-month period, then, commencing with the 46th day (or, if applicable 61st day) in such three-month period or the 91st day (or, if applicable, 121st day) in such 12-month period, as the case may be, then Additional Interest shall accrue on the principal amount of the Notes at a rate equal to 0.25% per annum for the first 90-day period from the day following the 45th or 91st day, as the case may be, and an additional 0.50% per annum for each subsequent 90-day period; or
(v) if the Company fails to name as a selling securityholder 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 Registration Default has been cured. Prospectus forms a part becomes effective, on or before the applicable ten Business Day period and Effectiveness Deadline (but subject to the last sentence of Section 2(a)(iii) hereof) then Additional Interest will be paid semi-annually in arrears with the interest payment due accrue on the principal amount of Notes at a rate equal to 0.25% per annum for the first interest payment date 90-day period from the day following the effective date on which of such Additional Interest begins to accrueShelf Registration Statement or the time of filing of such Prospectus, as the case may be, and an additional 0.50% per annum for each subsequent 90-day period; provided, however, that (a) in no event shall Additional Interest accrue at a rate per annum exceeding 0.50% of the principal amount of the Notes; and provided further that Additional Interest on the Notes may not accrue under more than one principal amount of the foregoing clauses Notes as a result thereof shall cease to accrue:
(1) upon the Effective Date (in the case of clause (i) above);
(2) upon the filing of a supplement to the Prospectus (in the case of clause (iii)(A) above) or upon the Effective Date (in the case of clause (iii)(B) above);
(3) 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 (iiin the case of clause (iii) at any one above);
(4) upon such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in no event will Additional Interest accrue after the Effectiveness Period, case of clause (bv) if a above); or
(5) upon the time such Holder is not able permitted to or does not provide the representations and information required in connection with a sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in a timely manner and is therefore not named as a selling security holder accordance with applicable law (in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and case of clause (cv) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Issuers shall notify the Trustee within 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”above). Any amounts of Additional Interest due pursuant to clause (a)(iSection 2(e) or (a)(ii) of this Section 4 will be payable in cash, 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 accrue.
(c) The Representatives acknowledge and agree that on the Issuers will not be required to pay relevant record dates for the payment of interest. Notwithstanding any provision in this Agreement, in no event shall Additional Interest once accrue to holders of Common Shares issued upon exchange of Notes. If any Note ceases to be outstanding during any period for which Additional Interest is accruing, the Notes become freely tradeable under Rule 144Company will prorate the Additional Interest payable with respect to such Note.
Appears in 1 contract
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, 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 (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed 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 13 -12- Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of .25% per annum for the first 90 days immediately following each such Filing Date, such Additional Interest shall increase by an additional .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 an the Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th 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 at a rate of .25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and the rate of such Additional Interest shall increase by an additional .25% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers 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 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use Period (other than such time as all Notes have been disposed of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25.25% per annum for the first 90 days commencing on the (x) 46th day following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Default ceases to be effective in the case of (which rate will be increased B) above, such Additional Interest shall increase by an additional 0.25.25% per annum for at the beginning of each such subsequent 90-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note that such is the subject of a Shelf Notice is then covered by an effective Shelf Registration, no Additional Interest continues shall accrue or accumulate on such Notes); applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4(a)), (2) upon the effectiveness of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of 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) of this Section 4(a), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to accrueremain effective (in the case of (iii)(B) of this Section 4(a)), 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 on the Notes may not accrue under more than one in respect of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) accrue or accumulate, as the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultcase may be.
(b) The Issuers shall notify the Trustee (who shall be acting under and protected by the terms of the Indenture) within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable rate of Additional Interest 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 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) The Issuers Company and the Guarantors acknowledge and Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers or the Guarantors fail Company fails to fulfill their material its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, 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):
(i) if (A) neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC has been filed on or prior to the Effectiveness Filing Date or (B) notwithstanding that the Issuers have Company has consummated or will consummate an Exchange Offer, the Issuers Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Guarantors are 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 the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% 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 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 SEC Commission on or prior to the 90th applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the date day after the applicable Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iiiii) if (A) the Issuers have Company has 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 30th Business Day 210th day after the date on which Issue Date, (B) the Exchange Registration Statement was declared ceases to be effective prior to consummation of the Exchange Offer or (BC) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.250.50% per annum for the first 90 days commencing on the (x) 211st day following after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Default Statement or Shelf Registration ceases to be effective in the case of (which B) and (C) above, such Additional Interest rate will be increased increasing by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Registrable Notes may not accrue under more than one exceed in the aggregate 1.50% per annum; provided further that (1) upon the filing of the foregoing clauses Exchange Registration Statement or each Shelf Registration (in the case of (i) and above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) at any one time 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 an Exchange Registration Statement or Shelf Registration that had ceased to remain effective (in the case of (iii)(B) and in no event will (C) above), Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named on any Registrable Notes then accruing Additional Interest as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers Company shall notify the Trustee within 5 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)(iia)(iii) of this Section 4 will be payable payable, (i) for any regular interest payment date on or prior to February 15, 2008, through the issuance of Additional Notes (as defined in the Indenture) in a principal amount equal to the amount of such Additional Interest or, at the election of the Company made prior to the relevant regular record date therefor (as specified in the Indenture), in cash or (ii) for any regular interest payment date after February 15, 2008, in cash, in each case, 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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes become freely tradeable under Rule 144subject 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 the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Affinity Group Holding, Inc.)
Additional Interest. (a) The Issuers Company and the Guarantors acknowledge each Guarantor acknowledges and agree agrees that the Holders of Registrable Notes will suffer damages if the Issuers Company or the Guarantors fail any Guarantor fails to fulfill their 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, if:the Company and the 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 has been filed on or prior to the 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 and such Shelf Registration 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 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 such required 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 Company has consummated or will consummate an Exchange Offer, the Issuers and the Guarantors are Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th date required by this Agreement, then, commencing on the day after either such required 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 such required effectiveness date, such Additional Interest rate increasing by an additional 0.25% per annum at the date such Shelf Registration was filed; orbeginning of each subsequent 90-day period;
(iiiii) if (A) the Issuers have Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered and not withdrawn in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th date that is 30 Business Day Days after the date on which Effectiveness Date, (B) the Exchange Registration Statement was declared ceases to be effective or at any time prior to the time that the Exchange Offer is consummated, (BC) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided Period (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) the Company issues a written notice pursuant to Section 6(e)(v) or (vi) that a Shelf Registration (or the Issuers Prospectus included therein) or Exchange Registration Statement (or the Prospectus included therein) is unusable due to a Valid Business Reason and the Guarantors will be permitted to suspend the use aggregate number of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three365-month day period and not for which all such notices issued or required to exceed an aggregate of 90 be issued, have been, or were required to be, in effect exceeds 120 days in any twelve-month period and without specifying the nature aggregate or 60 days consecutively, in the case of a Shelf Registration (or the event giving rise to a suspension Prospectus included therein), or 15 days in any notice the aggregate in the case of suspension provided to an Exchange Registration Statement (or the Holders (each a “Registration Default,”Prospectus included therein), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Notes, over and above any stated interest, at a rate of 0.25% per annum for of the first 90 days 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 following such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Default Statement (which or the Prospectus included therein) or Shelf Registration (or the Prospectus included therein) ceases to be usable for a period in excess of the number of days set forth in Clause (D) above in case of clause (D) above, such Additional Interest rate will be increased increasing by an additional 0.25% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, 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, that (a1) 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 validly tendered and not withdrawn (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 day the Shelf Registration (or the Prospectus included therein) or Exchange Registration Statement (or the Prospectus included therein), the use of which was previously suspended for a period in excess of the permitted periods in clause (iii)(D) above, may be used again (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Additional Interest will not accrue under at any particular time with respect to more than one of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultdefault.
(b) The Issuers Company shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable 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 (Thermon Holding Corp.)
Additional Interest. (a) The Issuers and the Guarantors acknowledge and Purchaser agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) (A) neither if the Exchange Registration Statement nor a Initial Shelf Registration is declared effective by the SEC has not been filed on or prior to the Effectiveness Filing Date or (B) notwithstanding that applicable thereto, then, commencing on the Issuers have consummated or will consummate an Exchange Offerday after any such Filing Date, Additional Interest shall accrue on the Issuers and principal amount of the Guarantors are required to file Securities at a Shelf Registration rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if the Initial Shelf Registration is not declared effective by the SEC on or prior to the 90th Effectiveness Date applicable thereto, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) (A) the Issuers have not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective or (Biii) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.250.50% per annum for the first 90 days commencing on the day following the such Shelf Registration Default (which ceases to be effective, and such Additional Interest rate will be increased shall increase by an additional 0.250.50% per annum for at the beginning of each such subsequent 90-day period 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 accrueperiod; provided, however, that (a) the Additional Interest rate on the Notes Securities may not accrue under more than one of the foregoing clauses (i) and - (iiiii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in no event will the aggregate 2.0% per annum; provided, further, however, that (1) upon the filing of the Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest accrue after on the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required Securities in connection with a Shelf Registration in a timely manner and is therefore not named respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Issuers shall notify the Trustee within 5 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)(iia)(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.
(c) . The Representatives acknowledge and agree that the Issuers will not be required to pay amount of Additional Interest once will be determined by multiplying the Notes become freely tradeable under Rule 144applicable Additional Interest rate by the principal amount of the Registrable 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 (THCR Management Services LLC)