Additional Interest. If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 0.50% 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 2 contracts
Sources: Registration Rights Agreement (Twenty-First Century Fox, Inc.), Registration Rights Agreement (Twenty-First Century Fox, Inc.)
Additional Interest. If (a) Each Issuer and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if any Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the 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) if neither the Issuer fails to file an Exchange Offer Registration Statement or nor the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein 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 such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration Default, by 0.25% per annumFiling Date, such interest Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period period;
(ii) if neither the Exchange Registration Statement nor the Shelf Registration is declared effective by the SEC on or portion thereof) while a Registration Default is continuing until all Registration Defaults prior to the Effectiveness Date, then, commencing on the 151st day after the Issue Date, Additional Interest shall accrue on the Securities included or which should have been cured, up to included in such Registration Statement over and above the stated interest at a maximum rate of Additional Interest of 0.50% per annum for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Issuers have not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 195th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (unless all the Securities have been sold thereunder), then Additional Interest shall accrue (over and above any interest otherwise payable on such Securities) at a rate of 0.50% 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 the Exchange Registration 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, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Security may not exceed in the aggregate 1.00% per annum. Upon ; and provided, further, that (1) upon the filing of the Exchange Offer Registration Statement or the a Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentencethis Section 4(a)), (2) upon 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 sentencethis Section 4(a)), or (3) upon the issuance exchange of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities, if issued) properly tendered and not validly withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4(a)), or (4) upon the effectiveness of the Exchange Offer 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 Statementwhich had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the affected Securities as a result of such clause (or the relevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest shall due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be paid by depositing with the Trustee, in trust, for the benefit of payable to the Holders of affected Securities in cash semi-annually on each February 1 and August 1 (other than Private Exchange Securitiesto the holders of record on the January 15 and July 15 immediately preceding such dates), if issued) on or before commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The 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 due shall be payable rate was applicable during such period (determined on each interest payment date to the record Holder basis of Securities entitled to receive the interest payment to be paid on such date as set forth a 360-day year comprised of twelve 30-day months and, in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Tokheim Corp), Registration Rights Agreement (Tokheim Corp)
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness Filing Date applicable thereto or (B) notwithstanding that the “Effectiveness Target Date”), (iii) Issuers have consummated or will consummate the Exchange Offer is Offer, the Issuers are required to be consummated hereunder file a Shelf Registration and such Shelf Registration is not filed on or prior to the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in Filing Date applicable thereto, then, commencing on the Exchange Offer within 45 days day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annumannum for the first 90 days immediately following such applicable Filing Date, and such interest Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or portion thereofprior to the Effectiveness Date applicable thereto or (B) while notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Default and such Shelf Registration is continuing until not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes 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
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 90th day after the date on which the Exchange Offer Registration Defaults have Statement was declared effective or (B) if applicable, a Shelf Registration has been cureddeclared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, up then 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 (x) 91st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to a maximum be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of Additional Interest of 0.50accruing exceed in the aggregate 1.0% per annum. Upon ; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue. Notwithstanding any other provision of this Section 4, the Issuers shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three 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”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date April 15 and October 15 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on April 1 and October 1 immediately preceding such dates), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator 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. If (a) The Company and each Guarantor acknowledges and agrees that the Holders of Entitled Securities will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by the SEC Commission on or prior to the date specified herein for such effectiveness (Effectiveness Target Date or the “Shelf Effectiveness Target Date”), (iii) as applicable, Additional Interest shall accrue on the Exchange Offer is required to be consummated hereunder Entitled Securities outstanding over and above any stated interest at a rate of 0.25% per annum of the Issuer fails to issue Exchange Securities in exchange principal amount of such Notes for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 first 90 days of immediately following the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annumDate, such interest Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period period;
(ii) if the Exchange Offer is not consummated on or portion thereofprior to the Exchange Consummation Target Date, Additional Interest shall accrue on the Entitled Securities outstanding over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Exchange Consummation Target Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(iii) while if (A) the Exchange Offer Registration Statement is declared effective by the Commission and such Exchange Offer Registration Statement ceases to be effective or usable at any time prior to the time that the Exchange Offer is consummated, or (B) if applicable, a Shelf Registration Default is continuing until Statement has been declared effective by the Commission and such Shelf Registration Statement ceases to be effective or usable at any time prior to the first anniversary of its effective date (other than such time as all Registration Defaults Notes have been cureddisposed of thereunder), up to then Additional Interest shall accrue on the Entitled Securities outstanding, over and above any stated interest, at a maximum rate of 0.25% per annum of the principal amount of such Entitled Securities outstanding commencing on (y) the date the Exchange Offer Registration Statement ceases to be effective, in the case of clause (A) above, or (z) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of 0.50each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) and (iii) at any one time; and provided, further, that the maximum Additional Interest rate on the Entitled Securities outstanding may not exceed at any one time in the aggregate 1.00% per annum. Upon ; provided further, that (1) upon the filing effectiveness of the Exchange Offer Registration Statement or the Initial Shelf Registration Statement, as the case may be, required hereunder Statement (in the case of clause (i) of the preceding sentenceabove), (2) upon the effectiveness consummation 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.clause
Appears in 2 contracts
Sources: Registration Rights Agreement (Lantheus Medical Imaging, Inc.), Registration Rights Agreement (Lantheus MI Intermediate, Inc.)
Additional Interest. If The Company and the Initial Purchasers agree that Holders will suffer damages if the Company fails to fulfill its obligations under Section 3 or Section 4 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Transfer Restricted Securities (“Additional Interest”) if, as of the applicable time limits provided for in this Agreement, (i) the Issuer fails to file an Exchange Offer Registration Statement has not been Consummated or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the any Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement if required to be filed and hereby, has not been declared effective hereunder is declared effective but thereafter ceases to be effective (or usable in connection with has not automatically become effective) by the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein Commission (each such event referred to in clauses (i) through and (iv) aboveii), a “Registration Default”). The Additional Interest shall accrue after such Registration Default on the principal amount of the Transfer Restricted Securities at a rate of 0.25% per annum during the 90-day period immediately following the 400th day after the Closing Date and shall increase by 0.25% per annum at the end of each subsequent 90-day period, then in each case for the period of the Registration Default, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to the particular Transfer Restricted Securities (for the avoidance of doubt, a Registration Default may be cured if the Exchange Offer is Consummated or a required Shelf Registration Statement is declared effective (or has automatically become effective), as applicable, after the required deadline under this Agreement), the interest rate borne by the Registrable relevant Transfer Restricted Securities (other than will be reduced to the Private Exchange original interest rate borne by such Transfer Restricted Securities; provided, however, that, if issuedafter any such reduction in interest rate, as to which no additional amounts shall be payable under this Section 2(e)) as to which the a different Registration Default exists occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the “amount of Additional Interest”), Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities shall not be entitled to Additional Interest with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up pursuant to a maximum rate of Additional Interest of 0.50% 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 sentenceparagraph, unless it is entitled to the benefits of such Shelf Registration Statement pursuant to Section 4(a) and has complied with its obligations pursuant to Section 4(b), (3) within the issuance of Exchange Securities in exchange time limits provided 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) therein. All obligations 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) Company and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as Guarantors set forth in the Indenture. Each obligation preceding paragraph that are outstanding with respect to pay Additional Interest any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall be deemed survive until such time as all such obligations with respect to accrue from and including the day following the applicable Event Datesuch security shall have been satisfied in full.
Appears in 2 contracts
Sources: Purchase Agreement (Sanchez Energy Corp), Registration Rights Agreement (Sanchez Energy Corp)
Additional Interest. If (a) Each Issuer and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Issuers or any Subsidiary Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers and the Subsidiary Guarantors agree to pay additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if neither the Issuer fails to file an Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement has been filed with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified herein for such effectiveness (Filing Date, Additional Interest shall accrue on the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder Notes over and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days above any stated interest at a rate of 0.25% per annum of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales principal amount of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to Notes for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration Default, by 0.25% per annumFiling Date, such interest Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or portion thereof) while prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum 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 of 0.50rate increasing by an additional 0.25% per annum. Upon annum at the beginning of each subsequent 90-day period;
(1iii) if (A) the filing Issuers (and any Subsidiary Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, as then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 31st Business Day after the Effectiveness Date, in the case may beof (A) above, required hereunder or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) of the preceding sentenceabove), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Initial Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentenceabove), or (3) upon the issuance exchange of Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentenceabove), or (4) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which that had ceased to be remain effective (in the case of clause (iviii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the preceding sentencecase of (iii)(C) above), Additional Interest on the Notes as a result of the Registration Default described in such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three 3 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest shall due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be paid by depositing 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 Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securities, if issued) on or before the applicable first such semi-annual interest payment date, immediately available funds in sums sufficient to pay the date occurring after any such Additional Interest then duecommences to accrue. The amount of Additional Interest due shall will be payable determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on each interest payment date to the record Holder basis of Securities entitled to receive the interest payment to be paid on such date as set forth a 360-day year comprised of twelve 30-day months and, in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator 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. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or 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 Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes 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 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 date specified herein for Effectiveness Date applicable to such effectiveness (Shelf Registration, then, commencing on the “day after such Effectiveness Target Date”), (iii) Additional Interest shall accrue on the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.50% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of day after such Registration DefaultEffectiveness Date, by 0.25% per annum, and such interest Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or portion thereofprior to the 225th day after the Issue Date or (B) while if applicable, a Shelf Registration Default is continuing until all has been declared effective and such Shelf Registration Defaults have been curedceases to be effective at any time during the Effectiveness Period, up to a maximum rate of then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 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 rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum. Upon ; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date August 1 and February 1 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on July 15 and January 15 immediately preceding such dates), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Nb Finance Corp), Purchase Agreement (Nb Finance Corp)
Additional Interest. If (ia) The Issuer acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Issuer fails to file an fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer agrees to pay, as liquidated damages, cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness (the “Effectiveness Target Filing Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then commencing on the day after the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annumannum of the principal amount of such Notes for the first 90 days commencing on the Filing Date, such interest Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or portion thereof) while prior to the Effectiveness Date, then commencing on the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum 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 0.50each subsequent 90-day period;
(iii) if (A) the Issuer (and any then existing Subsidiary Guarantor) 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 date hereof, (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 and is not declared effective again within 5 Business Days, (C) pending the announcement of a material corporate transaction, the Issuer issues a written notice pursuant to Section 6(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration Statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days commencing on the (x) 210th day after the date hereof, in the case of (A) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 5 Business Days in the case of (B) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceased to be usable in case of clause (C) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum. Upon ; and provided further, that (1) upon the filing of the Exchange Offer Registration Statement or the Initial Shelf Registration Statement(in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(B) above), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof), 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three 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 shall due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be paid by depositing payable semi-annually, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securities, if issued) on or before the applicable first such semi-annual interest payment date, immediately available funds in sums sufficient to pay the date occurring after any such Additional Interest then duecommences to accrue. The amount of Additional Interest due shall will be payable determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such semi-annual period (determined on each interest payment date to the record Holder basis of Securities entitled to receive the interest payment to be paid on such date as set forth a 360-day year comprised of twelve 30-day months and, in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness applicable Filing Date or (B) notwithstanding that the “Effectiveness Target Date”), (iii) Issuers have consummated or will consummate the Exchange Offer is Offer, the Issuers are required to be consummated hereunder file a Shelf Registration and such Shelf Registration is not filed on or prior to the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in Filing Date applicable thereto, then, commencing on the Exchange Offer within 45 days day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Effectiveness Target Date with respect to Notes at a rate of 0.50% per annum for the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (first 90 days immediately following each such event referred to in clauses (i) through (iv) aboveFiling Date, a “Registration Default”), then the interest and such Additional Interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the Commission on or portion thereofprior to the relevant Effectiveness Date or (B) while notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Default and such Shelf Registration is continuing until all Registration Defaults have been curednot declared effective by the Commission on or prior to the Effectiveness Date in respect of such Shelf Registration, up to a maximum rate of 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. Upon 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
(1iii) if (A) the filing Issuers have 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 following the Issue Date or (B) the Exchange Offer Registration Statement or the Shelf Registration is declared effective but thereafter ceases to be effective at any time during the Effectiveness Period (except as permitted by Section 10(a) hereof) for a period of 15 consecutive days without being succeeded immediately by an additional Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, filed and declared effective, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% 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 16th day after such Exchange Offer Registration Statement or Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not exceed at any one time 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 (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the applicable Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the applicable Exchange Offer Registration Statement or the Shelf Registration StatementStatement 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 result of such clause (or the relevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three 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”"EVENT DATE"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each the interest payment dates specified in the Indenture (to the holders of record as specified in the Indenture), commencing with the first such interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the record Holder applicable Additional Interest rate by the principal amount of Securities entitled to receive the interest payment to be paid 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 such date as set forth the basis of a 360-day year comprised of twelve 30-day months and, in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness Filing Date applicable thereto or (B) notwithstanding that the “Effectiveness Target Date”), (iii) Issuers have consummated or will consummate the Exchange Offer is Offer, the Issuers are required to be consummated hereunder file a Shelf Registration and such Shelf Registration is not filed on or prior to the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in Filing Date applicable thereto, then, commencing on the Exchange Offer within 45 days day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annumannum for the first 90 days immediately following such applicable Filing Date, and such interest Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or portion thereofprior to the Effectiveness Date applicable thereto or (B) while notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Default and such Shelf Registration is continuing until all Registration Defaults have been curednot declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, up to then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a maximum rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest of 0.50rate shall increase by an additional 0.25% per annum. Upon annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have 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 at a rate of 0.25% per annum for the first 90 days commencing on the (x) 211th 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 rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that (1) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate amount of additional interest 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 Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a) of this Section 4 will be payable in cash semiannually on each May 15 and November 15 (to the holders of record on the May 1 and November 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. 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 be paid by depositing accrue 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 respect to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event DateNotes that are not Registrable Notes.
Appears in 1 contract
Sources: Registration Rights Agreement (Listerhill Total Maintenance Center LLC)
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereto and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or 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 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 date specified herein for Effectiveness Date applicable to such effectiveness (Shelf Registration, then, commencing on the “day after such Effectiveness Target Date”), (iii) Additional Interest shall accrue on the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.50% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of day after such Registration DefaultEffectiveness Date, by 0.25% per annum, and such interest Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or portion thereofprior to the 180th day after the Issue Date or (B) while if applicable, a Shelf Registration Default is continuing until all has been declared effective and such Shelf Registration Defaults have been curedceases to be effective at any time during the Effectiveness Period (other than during any Blackout Period relating to such Shelf Registration), up to a maximum rate of then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum. Upon annum for the first 90 days commencing on the (x) 181st 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 rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; PROVIDED, HOWEVER, that (1) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.5% per annum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the 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 Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereto), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three 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 (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each June 15 and December 15 (to the holders of record on the June 1 and December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. 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 be paid by depositing accrue with the Trustee, in trust, for the benefit of the Holders of Securities respect to Notes that are not Registrable Notes.
(other than Private Exchange Securities, if issuedc) on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay The parties hereto agree that the Additional Interest then due. The Additional Interest due shall provided for in this Section 4 constitutes the sole damages that will be payable on each interest payment date to suffered by Holders of Registrable Notes by reason of the record Holder occurrence of Securities entitled to receive any of the interest payment to be paid on such date as set forth events described in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event DateSection 4(a)(i)-(iii) hereto.
Appears in 1 contract
Additional Interest. If (a) tent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Issuer fails Exchange 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 an Exchange Offer Registration Statement or the a Shelf Registration Statement with respect and such Shelf Registration is not filed on or prior to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, Filing Date applicable thereto; or
(ii) if (A) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the date specified herein for Effectiveness Date in respect of such effectiveness (the “Effectiveness Target Date”), Shelf Registration; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for 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 Offer within 45 days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration Statement, 180th day after the Issue Date or (ivB) the Exchange Offer Registration Statement or the if applicable, a Shelf Registration Statement required to be filed and has been declared effective hereunder is declared effective but thereafter and such Shelf Registration ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, at any time during the periods specified herein Effectiveness Period (other than such time as all Notes have been disposed of thereunder); (each such event referred to in clauses (i) through (iviii) above, above being a “"Registration Default”)") then, then commencing on the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence date of such Registration Default, by Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum, annum for the first 90 days immediately following the date of such interest Registration Default and the rate increasing of such Additional Interest shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been curedperiod; provided, up to a maximum however, that the rate of Additional Interest of 0.50that shall accrue on the Notes may not exceed in the aggregate 1.00% per annum. Upon ; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4(a)), (2) upon the effectiveness of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4(a)), or (3) upon the issuance exchange of the applicable Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4(a), or (4) upon the effectiveness of the Exchange Offer 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 in respect of which such events relate as a result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and or accumulate, as the interest case may be. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate on the Securities shall revert to the original rate if no other of Additional Interest for such subsequent Registration Default has occurred and is continuing. shall initially be 0.25%, regardless of the rate of Additional Interest in effect with respect to any prior Registration Default at the time of the cure of such Registration Default.
(b) The Issuer Issuers shall notify the Trustee (who shall be acting under and protected by the terms of the Indenture) within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 (a)(i), (a)(ii) or (a)(iii) of this Section 4 shall be payable in cash semiannually on each interest payment date April 15 and October 15 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on April 1 and October 1 immediately preceding such dates), commencing with the first such date as set forth occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable rate of Additional Interest 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree, jointly and severally to pay additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below:
(i) if neither the Issuer fails to file an Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness Filing Date;
(ii) if neither the “Exchange Registration Statement nor the Initial Shelf Registration has been declared effective on or prior to the Effectiveness Target Date”), ; or
(iii) if either (A) the Issuers have not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 45 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 required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (ivC) the Exchange Offer Registration Statement or if applicable, the Shelf Registration Statement required to be filed and has been declared effective hereunder is declared effective but thereafter and such Shelf Registration ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, at any time during the periods specified herein Effectiveness Period; (each such event events referred to in clauses (i) through (iviii) above, above is a “"Registration Default”"), then the sole remedy available to holders of the Notes will be the immediate accrual of Additional Interest as follows: the per annum interest rate borne on the Notes will increase by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 50 basis points during the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such a Registration Default, by 0.25% Default until it is waived or cured; and the per annum, such annum interest rate increasing will increase by an additional 0.25% per annum at the beginning of 25 basis points for each subsequent 90-day period (or portion thereof) while a during which the Registration Default is continuing until all Registration Defaults have been curedremains uncured, up to a maximum additional interest rate of Additional Interest of 0.50% 200 basis points per annum. Upon ; provided, however, that (1) upon the filing of the Exchange Offer Registration Statement or the Initial Shelf Registration Statement(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) or (3) upon the exchange of Exchange Notes for all Notes tendered, or the effectiveness of a Shelf Registration, (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective, or the effectiveness of a Shelf Registration, (in the case of (iii)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Notes as a result of such clause (i), (ii) or (iii) (or the relevant subclause thereof), as the case may be, 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall Notes will revert to the original interest rate if originally borne by the Notes. Notwithstanding the foregoing, no other Additional Interest will be payable with respect to a Registration Default described in clause (iii)(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 the Registration Statement, or the Prospectus contained therein, is unusable pursuant to all such notices has occurred and not exceeded 60 days in the aggregate; provided, however, the aggregate number of days in any consecutive two month period for which the Registration Statement, or the Prospectus contained therein, is continuing. unusable pursuant to all such notices has not exceeded 30 days in the aggregate.
(b) The Issuer Issuers shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest shall due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be paid payable in cash semi-annually on each February 1 and August 1 (to Holders of record on the January 15 and July 15 immediately preceding such dates) commencing with the first such date occurring after any such Additional Interest commences to accrue by depositing with the Trustee, in trust, 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 dateHolders, immediately available funds in sums sufficient to pay the such Additional Interest. The amount of Additional Interest then due. The will be determined by multiplying the applicable Additional Interest due shall be payable on each interest payment date to rate by the record Holder principal amount of Securities entitled to receive the interest payment to be paid on Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Entex Information Services Inc)
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or 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 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 date specified herein for Effectiveness Date applicable to such effectiveness (Shelf Registration, then, commencing on the “day after such Effectiveness Target Date”), (iii) Additional Interest shall accrue on the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.50% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of day after such Registration DefaultEffectiveness Date, by 0.25% per annum, and such interest Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-90 day period period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or portion thereofprior to the 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) while if applicable, a Shelf Registration Default is continuing until all has been declared effective and such Shelf Registration Defaults have been curedceases to be effective at any time during the Effectiveness Period, up to a maximum rate of then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 46th day after such effective 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 rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90 day period; PROVIDED, HOWEVER, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum. Upon ; PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”"EVENT DATE"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date June 15 and December 15 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on June 1 and December 1 immediately preceding such dates), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or 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 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 date specified herein for Effectiveness Date applicable to such effectiveness (Shelf Registration, then, commencing on the “day after such Effectiveness Target Date”), (iii) Additional Interest shall accrue on the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.5006 per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of day after such Registration DefaultEffectiveness Date, by 0.25% per annum, and such interest Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or portion thereofprior to the 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) while if applicable, a Shelf Registration Default is continuing until all has been declared effective and such Shelf Registration Defaults have been curedceases to be effective at any time during the Effectiveness Period, up to a maximum rate of then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum. Upon annum for the first 90 days commencing on the (x) 46th day after such effective 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 rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period;
(1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i4) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in it the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 (a)(i), (a)(ii) or (a)(iii) of this Section 4 shall be payable in cash semi-annually on each interest payment date with respect to the Notes (to the Holders of record Holder of Securities entitled to receive on the interest payment to be paid on record date with respect thereto), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Additional Interest. If (ia) The Issuers and the Issuer fails Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers fail to file an Exchange Offer Registration Statement fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the Shelf Registration Statement extent of such damages with respect precision. Accordingly, the Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Registrable Securities (other than "Additional Interest") under the Private Exchange Securities, 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) if issued) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness (the “Effectiveness Target Filing Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by Additional Interest shall accrue on the Registrable Securities (other than over and above the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to stated interest at a rate of .25% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration Default, by 0.25% per annumFiling Date, such interest Additional Interest rate increasing by an additional 0.25.25% per annum at the beginning of each subsequent 90-day period period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or portion thereof) while a Registration Default is continuing until all Registration Defaults prior to the Effectiveness Date, Additional Interest shall be accrued on the Registrable Securities included or which should have been cured, up to included in such Registration Statement over and above the stated interest at a maximum rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of 0.50each subsequent 90-day period; and
(iii) if (A) the company has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the 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 be accrued on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .25% per annum for the first 90 days commencing on the (x) 251st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration 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, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; 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. Upon ; and provided, further, that (1) upon the filing of the Exchange Offer Registration Statement or the a Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentencethis Section 4(a)), (2) upon 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 sentencethis Section 4(a)), or (3) upon the issuance exchange of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4(a)), or (4) upon the effectiveness of the Exchange Offer 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 Statementwhich had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but accrue. It is understood and agreed that, notwithstanding any accrued amount shall be payable) and the interest rate on the Securities shall revert provision to the original rate if contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no other Registration Default has occurred and is continuing. Additional Interest shall accrue on such Registrable Security.
(b) The Issuer Company shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). The Issuers shall pay the Additional Interest shall be paid due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securitiesthereof, if issued) on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then duedue 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 paid made on such date as set forth in the Indenture. 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 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 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 shall be deemed to accrue from and including immediately following the day following occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if:
(i) the Issuer fails to file an Exchange Offer Registration Statement is not consummated on or the Shelf Registration Statement with respect prior to the Registrable Securities (other than 270th day following the Private Exchange SecuritiesIssue Date, or, if issued) on or before that day is not a Business Day, the date specified herein for such filing, next day that is a Business Day; or
(ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is required to be filed but is not declared effective by the SEC on or prior to the date specified herein for such effectiveness later of (the “Effectiveness Target Date”), (iii1) the Exchange Offer is required to be consummated hereunder and 210th day after the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days occurrence of the Effectiveness Target Date with respect to applicable Shelf Filing Event and (2) the Exchange Offer Registration Statement270th day following the issue date, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective by such date but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein Effectiveness Period (unless the Shelf Registration ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof), (each such event referred to in clauses (i) through and (ivii) above, a “Registration Default”), then the interest rate borne by the affected Registrable Securities (other than Notes of the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists applicable Series shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum; provided, that Additional Interest shall accrue only for those days that a Registration Default occurs and is continuing, 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 of such Series ceases to be a Registrable Note of such Series or otherwise becomes freely transferable by Holders other than affiliates of the Issuers without further registration under the Securities Act. Such Additional Interest shall be calculated based on a year consisting of 360 days comprised of twelve 30-day months. With respect to each Series of Registrable Notes, following the cure of all Registration Defaults on such Series of Registrable Notes the accrual of Additional Interest will cease, the interest rate increasing by an additional will revert to the original rate and, upon any subsequent Registration Default following any such cure of all Registration Defaults, Additional Interest will begin accruing again at a rate of 0.25% per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing as provided above until all Registration Defaults have been cured. Notwithstanding the foregoing, up to a maximum rate of Additional Interest of 0.50% per annum. Upon (1) the filing amount 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause payable shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other not increase because more than one Registration Default has occurred and is continuing. The Issuer pending and (2) a Holder of Registrable Notes that is not entitled to the benefits of the Shelf Registration (e.g., such Holder has not elected to include information with respect to itself in such Shelf Registration) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration.
(b) With respect to each Series, so long as Registrable Notes of such Series remain outstanding, the Company shall notify the Trustee within three five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of 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 duepaid. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities Registrable Notes of the applicable Series affected thereby entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay The Initial Purchasers and the Holders acknowledge and agree that the Additional Interest provided by this Section 4 of this Agreement shall be deemed the exclusive monetary remedy available to accrue from and including the day following the applicable Event DateHolders for any Registration Default.
Appears in 1 contract
Sources: Registration Rights Agreement (Time Warner Cable Inc.)
Additional Interest. If (a) The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or 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 0.50% 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 Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the date specified herein for Effectiveness Date applicable to such effectiveness (Shelf Registration, then, commencing on the “day after such Effectiveness Target Date”), (iii) Additional Interest shall accrue on the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.50% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of day after such Registration DefaultEffectiveness Date, by 0.25% per annum, and such interest Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period 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 portion thereofprior to the 210th day after the Issue Date or (B) while if applicable, a Shelf Registration Default is continuing until all has been declared effective and such Shelf Registration Defaults have been curedceases to be effective at any time on or after the Effectiveness Date and during the Effectiveness Period (other than during any Blackout Period relating to such Shelf Registration), up to a maximum rate of then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum. Upon annum for the first 90 days commencing on the (x) 211th 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 rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum and (b) Additional Interest shall not accrue under clause (iii) (B) above during the 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 Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Company shall notify the Trustee within three 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”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date June 1 and December 1 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on May 15 and November 15 immediately preceding such dates), commencing with the first such date as set forth 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 360day year comprised of twelve 30 day months and, in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Omnova Solutions Inc)
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or 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 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 date specified herein for Effectiveness Date in respect of such effectiveness (Shelf Registration, then, commencing on the “day after such Effectiveness Target Date”), (iii) Additional Interest shall accrue on the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.50% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of day after such Registration DefaultEffectiveness Date, by 0.25% per annum, and such interest Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or portion thereofprior to the 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) while if applicable, a Shelf Registration Default is continuing until all has been declared effective and such Shelf Registration Defaults have been curedceases to be effective at any time during the Effectiveness Period, up to a maximum rate of then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 46th day after such effective 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 rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.0% per annum. Upon ; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the applicable Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date June 1 and December 1 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on May 15 and November 15 immediately preceding such dates), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Magnum Hunter Resources Inc)
Additional Interest. If (a) The Company and Holdings and the Initial Purchasers agree that the Holders will suffer damages if the Company or Holdings fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or 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 and Holdings have consummated or will consummate the Exchange Offer, the Company and Holdings 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 (i.e., 135 days after the Issue Date) or (B) notwithstanding that the Company and Holdings have consummated or will consummate the Exchange Offer, the Company and Holdings are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the date specified herein for Effectiveness Date applicable to such effectiveness (Shelf Registration, then, commencing on the “day after such Effectiveness Target Date”), (iii) Additional Interest shall accrue on the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.50% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of day after such Registration DefaultEffectiveness Date, by 0.25% per annum, and such interest Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period period; or
(iii) if (A) the Company and Holdings have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or portion thereofprior to the 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) while if applicable, a Shelf Registration Default is continuing until all has been declared effective and such Shelf Registration Defaults have been curedceases to be effective at any time during the Effectiveness Period, up to a maximum rate of then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 46th day after such effective 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 rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not exceed in the aggregate 1.0% per annum. Upon ; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) (A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) The Company and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Holdings shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a) (i), (a) (ii) or (a) (iii) of this Section 4 will be payable in cash semi-annually on each interest payment date April 1 and October 1 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on March 15 and September 15 immediately preceding such dates), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Additional Interest. If (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional interest ("Additional Inter- est") on the Notes (but not the Series A/B Notes) under the circumstances and to the extent set forth below:
(i) if neither the Issuer fails to file an Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement with respect has been filed on or prior to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, Filing Date;
(ii) if neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not has been declared effective on or prior to the Effectiveness Date;
(iii) if an Initial Shelf Registration required by the SEC Section 2(c)(2) has not been filed on or prior to the date specified herein 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 required by Section 3(a); and/or
(v) if (A) the Company has not exchanged the Exchange Notes for such effectiveness all Notes and Series A/B Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 60 days after the Exchange Registration Statement was declared effective or (B) the “Effectiveness Target Date”), (iii) Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (ivC) the Exchange Offer Registration Statement or if applicable, the Shelf Registration Statement required to be filed and has been declared effective hereunder is declared effective but thereafter and such Shelf Registration ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, at any time during the periods specified herein Effectiveness Period; (each such event referred to in clauses (i) through (ivv) above, above is a “"Registration Default”"), then the sole remedy available to Holders of the Notes will be the immediate accrual of Additional Interest as follows: the per annum interest rate borne on the Notes will increase by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 50 basis points during the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such a Registration Default, by 0.25% Default and until it is waived or cured; and the per annum, such annum interest rate increasing will increase by an additional 0.25% per annum at the beginning of 25 basis points for each subsequent 90-day period (or portion thereof) while a during which the Registration Default is continuing until all Registration Defaults have been curedremains uncured, up to a maximum additional interest 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 0.50% per annum. Upon a Registration Default pursuant to clause (iii) or (iv), PROVIDED, FURTHER, that (1) upon the filing of the Exchange Offer Registration Statement or the Initial Shelf Registration Statement(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 as a result of such clause (i), (ii), (iii), (iv) or (v) (or the relevant subclause thereof), 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall Notes will revert to the original interest rate if no other Registration Default has occurred and is continuing. originally borne by the Notes.
(b) The Issuer Company shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest shall due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be paid payable in cash semi-annually on each June 1 and December 1 (to the Holders of record of such Notes or Private Exchange Notes on the May 15 and November 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue and until such Registration Default is cured, by depositing with the Trustee, in trust, 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 datesuch Holders, immediately available funds in sums sufficient to pay the such Additional Interest. The amount of Additional Interest then due. The will be determined by multiplying the applicable Additional Interest due shall be payable 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 each interest payment date to the record Holder basis of Securities entitled to receive the interest payment to be paid on such date as set forth a 360-day year comprised of twelve 30-day months and, in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Park Ohio Industries Inc/Oh)
Additional Interest. If The Indenture executed in connection with the Securities will provide that in the event that either (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (iia) the Exchange Offer Registration Statement is not filed with the SEC on or prior to 180 days after the date hereof, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to 270 days after the date hereof or (c) the Exchange Offer is not consummated and a Shelf Registration Statement is not declared effective by the SEC effective, in both cases, on or prior to 300 days after the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein hereof (each such event referred to in clauses (ia) through (ivc) above, a “Registration Default”), the interest rate borne by the Securities shall be increased (“Additional Interest”) by 0.25% per annum upon the occurrence of each Registration Default, which rate will increase by 25 basis points per annum each three month period that such Additional Interest continues to accrue under any such circumstance, provided that the maximum aggregate increase in the interest rate will in no event exceed 50 basis points per annum. Following the cure of all Registration Defaults the accrual of Additional Interest will cease and the interest rate will revert to the original rate. The Company will not be obligated to pay Additional Interest in respect of more than one default at a time. If the Shelf Registration Statement is unusable by the Holders for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 90 days in the aggregate, then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall will be increased (by 25 basis points per annum of the “Additional Interest”), with respect to principal amount of the Securities for the first 90-day three month period (or portion thereof) while a beginning on the 90th such date that such Shelf Registration Default is continuing immediately following the occurrence of Statement ceases to be usable in such Registration Defaulttwelve-month period, by 0.25% per annum, such interest which rate increasing shall be increased by an additional 0.25% 25 basis points per annum of the principal amount of the Securities at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been curedthree month period, up to a provided that the maximum aggregate increase in the interest rate of Additional Interest of 0.50% will in no event exceed 50 basis points per annum. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. Upon (1) the filing of the Exchange Offer Registration Statement or the Shelf Registration StatementStatement once again becoming usable, as the case may be, required hereunder (interest rate borne by the Securities will be reduced to the original interest rate if the Issuer is otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the case actual number of clause (i) of the preceding sentence), (2) the effectiveness of the Exchange Offer Registration Statement or days elapsed in each three month period in which 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuingunusable. The Issuer shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall will be paid by depositing payable in cash or in the form of PIK interest in the same proportion the Issuer has elected to pay PIK interest with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securities, if issued) on or before respect to the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then dueperiod. The Additional Interest due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Sources: Registration Rights Agreement (NeoSpine Surgery, LLC)
Additional Interest. If (a) The Issuer and the Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuer and the Company fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the 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 Issuer fails to file an Exchange Offer Registration Statement or nor the Shelf Registration Statement has been filed with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified herein Filing 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 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 effectiveness (filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the “Effectiveness Target Date”), beginning of each subsequent 90 day period; or
(iii) if (A) the Issuer and the Company have not exchanged the Exchange Notes for 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 Offer within 45 days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration Statement, 210th day after the Issue Date or (ivB) the Exchange Offer Registration Statement or if applicable, the Shelf Registration Statement required to be filed and has been declared effective hereunder is declared effective but thereafter and such Shelf Registration Statement ceases to be effective or usable at any time prior to the second anniversary of its effective date (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 211th day after the Issue Date, in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein of (each such event referred to in clauses (i) through (ivA) above, a “or (y) the day such Shelf Registration Default”), then Statement ceases to be effective in the interest rate borne by the Registrable Securities case of (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)B) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annumabove, such interest Additional Interest rate by increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been curedperiod; provided, up to a maximum rate of however, that the Additional Interest of 0.50rate on the Notes may not exceed in the aggregate 1.0% per annum. Upon ; provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in 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 StatementStatement which had ceased to remain effective (in the case of Section 4(a)(iii)(B)), Liquidated Damages on the Notes as a result of such Section, 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on borne by the Securities shall revert registrable notes will be reduced to the original rate if no other Registration Default has occurred and is continuing. interest rate.
(b) The Issuer and the Company shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date February 15 and August 15 (to the holders of record Holder of Securities entitled to receive on February 1 and August 1), commencing with the interest payment to be paid on first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Universal Compression Inc)
Additional Interest. If (ia) The Issuers and the Issuer fails Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to file an Exchange Offer Registration Statement fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the Shelf Registration Statement extent of such damages with precision. Accordingly, the Issuers agree to pay, as the sole liquidated damages, for such failure additional interest on the Appreciation Notes ("Additional Interest") shall become payable with respect to the Registrable Securities Appreciation Notes under the circumstances and to the extent set forth below:
(other than i) if neither the Private Exchange Securities, if issued) Registration Statement nor the Shelf Registration has been filed on or before prior to the date specified herein Filing Date, then, commencing on the 61st day after the Issue Date, Additional Interest shall accrue on $3,000,000 at a rate of 0.50% per annum for the first 30 days commencing on the 61st day after the Issue Date, such filing, Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period;
(ii) if neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified herein Effectiveness Date, then, commencing on the 91st day after the Filing Date, Additional Interest shall accrue on $3,000,000 at a rate of 0.50% per annum for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-30 days commencing on the 91st day period (or portion thereof) while a Registration Default is continuing immediately following after the occurrence of such Registration Default, by 0.25% per annumFiling Date, such interest Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 9030-day period period; and
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Appreciation Notes validly tendered in accordance with the terms of the Exchange Offer on or portion thereofprior to the 120th day after the Filing Date or (B) while a the Exchange Registration Default Statement ceases to be effective at any time prior to the time that the Exchange Offer is continuing until consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (unless all Registration Defaults Appreciation Notes have been curedsold thereunder), up to a maximum rate of then Additional Interest shall accrue on $3,000,000 at a rate of 0.50% per annum for the first 30 days commencing on (x) the 121st day after the Filing Date with respect to the Appreciation Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (y) the day the Exchange Registration 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, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 30-day period; provided, however, that in any event the Additional Interest rate on any affected Appreciation Notes may not exceed at any one time in the aggregate 1.5% per annum. Upon ; and provided, further, that (1) upon the filing of the Exchange Offer Registration Statement or the a Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentencethis Section 4(a)), (2) upon 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 sentencethis Section 4(a)), or (3) upon the issuance exchange of Appreciation Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Appreciation Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4(a)), or (4) upon the effectiveness of the Exchange Offer 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 Statementwhich had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the affected Appreciation Notes as a result of such clause (or the relevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). The Company shall pay the Additional Interest shall be paid due on the transfer restricted Appreciation Notes by depositing with the Trusteepaying agent (which shall not be the Company for these purposes) for the transfer restricted Appreciation Notes, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securitiesholders thereof, if issued) prior to 11:00 A.M. on or before the applicable semi-annual interest payment dateeach June 15 and December 15, immediately available funds in sums sufficient to pay the Additional Interest then due. The Any amounts of Additional Interest due shall pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Appreciation Notes in cash semi-annually on each interest payment date specified by the Indenture (or such other indenture) to the record Holder of Securities holders entitled to receive the interest payment to be paid made on such date, commencing with the first such date as set forth occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Notes 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Appreciation Notes Registration Rights Agreement (Central Michigan Distribution Co Lp)
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, 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 Issuer fails to file an Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness Filing Date or (B) notwithstanding that the “Effectiveness Target Date”), (iii) the Issuers have filed an Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or (iv) prior to the Exchange Offer Registration Statement or 45th day after delivery of the Shelf Registration Statement required to be filed 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 declared effective hereunder is declared effective but thereafter ceases to be effective above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Filing Date or usable in connection with the Exchange Offer or resales of Securitiessuch 45th day, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or portion thereofprior to the Effectiveness Date applicable thereto or (B) while notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration Default and such Shelf Registration is continuing until all Registration Defaults have been curednot declared effective by the Commission on or prior to the applicable Effectiveness Date, up to 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 maximum rate of 0.25% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of 0.50each subsequent 90-day period; and
(iii) if (A) the Companies have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 240th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 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) 241st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; PROVIDED, HOWEVER, that the Additional Interest rate on the Registrable Notes may not exceed in the aggregate 1.0% per annum. Upon ; PROVIDED, FURTHER that (1) upon the filing of the Exchange Offer Registration Statement or the each Shelf Registration Statement(in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue. Additional Interest may not accrue pursuant to more than one clause of subsection (but a) at any accrued amount shall be payableone time.
(b) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three 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”"EVENT DATE"). Any amounts of Additional Interest shall due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be paid by depositing with payable in cash semi-annually on each regular interest payment date specified in the Trustee, in trust, for the benefit of Indenture (to the Holders of Securities Registrable Notes of record on the regular record date therefor (other than Private Exchange Securitiesas specified in the Indenture) immediately preceding such dates), if issued) on or before commencing with the applicable semi-annual 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 first such regular interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on occurring after any such date as set forth in the Indenture. Each obligation to pay Additional Interest shall commences to accrue. The amount of Additional Interest will be deemed to accrue from and including the day following determined by multiplying the applicable Event DateAdditional 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Norcross Capital Corp)
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders of Registerable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers 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 Issuer fails to file an Exchange Offer Registration Statement or Holders of a majority of Registrable Notes from seeking specific performance of the Shelf Registration Statement Issuers’ obligations with respect to the Registrable Securities such matters):
(other than the Private Exchange Securities, i) if issued(A) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by has been filed with the SEC on or prior to the date specified herein for such effectiveness that is 90 days after the Issue Date or (B) notwithstanding that the “Effectiveness Target Date”), (iii) Issuers have consummated or will consummate the Exchange Offer is Offer, the Issuers are required to be consummated hereunder file a Shelf Registration and such Shelf Registration is not filed on or prior to the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in Filing Date applicable thereto, then, commencing on the Exchange Offer within 45 days day after such 90th day or such Filing Date, Additional Interest shall accrue on the principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Securities at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annumannum for the first 90 days immediately following each such Filing Date, and such interest Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or portion thereofprior to the date that is 180 days after the Issue Date or (B) while notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Default and such Shelf Registration is continuing until not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such 180th 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
(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 220th day after the Issue Date or (B) if applicable, a Shelf Registration Defaults has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Issue Date (other than after such time as all Notes have been cureddisposed of thereunder or all Notes are eligible to be sold pursuant to Rule 144(k)), up then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on (x) the 221st day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to a maximum be effective, in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate amount of Additional Interest of 0.50accruing exceed in the aggregate 1.00% per annum. Upon ; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (iia)(ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the applicable Exchange Securities in exchange Notes 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 (iiia)(iii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer applicable Shelf Registration Statement 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 Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased shall cease to be effective (in accrue; provided, further, however, that notwithstanding the case foregoing provisions of clause (iv) of the preceding sentencethis Section 4(a), Additional Interest shall not be payable if effectiveness of a Shelf Registration ceased solely as a result of (i) the filing of a post-effective amendment to such Shelf Registration Default to incorporate annual audited financial information with respect to 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 related prospectus or (ii) other material events, with respect to the Issuers that would need to be described in such clause shall cease Shelf Registration Statement or related prospectus and the Issuers are proceeding promptly and in good faith to accrue (but amend or supplement such Shelf Registration or related prospectus to describe such events; provided, that in any accrued amount case if such a Shelf Registration is not declared effective on the thirtieth day after effectiveness ceased, Additional Interest shall be payablepayable from the day following such 30-day period until the date on which such Shelf Registration is declared effective.
(b) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date June 15 and December 15 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on June 1 and December 1 immediately preceding such dates), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Directv Holdings LLC)
Additional Interest. If (a) The Company and the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional interest on the Notes ("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below:
(i) if the Issuer fails to file an Exchange Offer Registration Statement or the Initial Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is has not declared effective by the SEC been filed on or prior to the date specified herein for such effectiveness Filing Date, then commencing on the day after the Filing Date, Additional Interest shall be accrued on the Notes over and above the accrued interest at a rate of .50% per annum;
(ii) if an Exchange Registration Statement or the “Initial Shelf Registration is filed on or prior to the Filing Date and is not declared effective on or prior to the Effectiveness Target Date”), then commencing on the day after the Effectiveness Date, Additional Interest shall be accrued on the Notes over and above the accrued interest at a rate of .50% per annum; and
(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 30 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 required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (ivC) the Exchange Offer Registration Statement or the Initial Shelf Registration Statement required to be filed and or any Subsequent Shelf Registration has been declared effective hereunder is declared effective but thereafter and such Shelf Registration ceases to be effective at any time during the Effectiveness Period or usable (D) a notice under Section 5(c)(v) hereof is effective or required to be effective at a time when the aggregate number of days for which all such notices issued or required to be issued pursuant to Section 5(c)(v) have been or were required to be, in connection with effect exceeds 60 days, whether or not consecutive, then Additional Interest shall be accrued on the Exchange Offer or resales Notes over and above the accrued interest at a rate of Securities50% per annum immediately following (w) the 31st day after such effective date, as in the case may be, during the periods specified herein of (each such event referred to in clauses (i) through (ivA) above, a “or (x) the day the Exchange Registration Default”)Statement ceases to be effective in the case of (B) above, then (y) the interest rate borne by day such Shelf Registration ceases to be effective in the Registrable Securities case of (other than C) above or (z) the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to date on which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 9060-day period limit is exceeded in the case of (or portion thereofD) while a Registration Default is continuing immediately following above; provided, however, that the occurrence of such Registration Default, by 0.25% per annum, such interest Additional Interest rate increasing by an additional 0.25on the Notes may not exceed -------- ------- .50% per annum at and, accordingly, the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum interest rate on the Notes may not exceed the initial rate of Additional Interest of 0.50% per annum. Upon interest on the Notes plus 2.50%; and provided, ---- -------- further, that (1) upon the filing of the Exchange Offer Registration Statement or the ------- Initial Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentenceabove), (2) upon the effectiveness of the Exchange Offer Registration Statement or the a Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentenceabove), or (3) upon the issuance exchange of Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentenceabove), or (4) upon the effectiveness of the Exchange Offer Registration Statement which had ceased to remain effective (in the case of (iii)(B) above), or upon the effectiveness of the Shelf Registration Statement, as the case may be, required hereunder which had ceased to remain effective (in the case of (iii)(C) above) or, on the date on which a notice is issued, or required to be issued, pursuant to Section 5(c)(v) is no longer effective or required to be effective (in the case of clause (iviii)(D) of the preceding sentenceabove), Additional Interest on the Notes as a result of the Registration Default described in such clause (i), (ii) or (iii) (or the relevant subclause thereof), as the case may be, shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Company shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”"EVENT DATE"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securitiesthereof, if issued) on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then duedue to Holders of Notes with respect to which the Trustee serves. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities Notes entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following on the applicable Event Date. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, multiplied by a fraction, ---------- the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Stater Bros Holdings Inc)
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or 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 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 date specified herein for Effectiveness Date in respect of such effectiveness (Shelf Registration, then, commencing on the “day after the applicable Effectiveness Target Date”), (iii) Additional Interest shall accrue on the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to .25% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence day after such Effectiveness Date, and the rate of such Registration Default, by 0.25% per annum, such interest rate increasing Additional Interest shall increase by an additional 0.25.25% per annum at the beginning of each subsequent 90-day period period; or
(or portion thereofiii) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 0.50% per annum. Upon if (1A) the filing Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or the (B) if applicable, a Shelf Registration Statementhas been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than such time as all Notes have been disposed of thereunder), as then Additional Interest shall accrue on the principal amount of the Notes at a rate of .25% per annum for the first 90 days commencing on the (x) 46th day after such effective date, in the case may beof (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest shall increase by an additional .25% per annum 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 is the subject of a Shelf Notice is then covered by an effective Shelf Registration, no Additional Interest shall accrue or accumulate on such Notes); applicable Shelf Registration as required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4(a)), (2) upon the effectiveness of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4(a)), or (3) upon the issuance exchange of the applicable Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4(a), or (4) upon the effectiveness of the Exchange Offer 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 in respect of which such events relate as a result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue or accumulate, as the case may be.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee (who shall be acting under and protected by the terms of the Indenture) within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 (a)(i), (a)(ii) or (a)(iii) of this Section 4 shall be payable in cash semiannually on each interest payment date January 1 and July 1 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on December 15 and June 15 immediately preceding such dates), commencing with the first such date as set forth occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable rate of Additional Interest 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Roma Fort Worth Inc)
Additional Interest. If (a) The Issuers acknowledge and agree that the Holders of Registrable Units will suffer damages if the Issuers 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, 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) if neither the Issuer fails to file an Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness (Filing Date, Additional Interest shall accrue on the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder Notes over and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days above any stated interest at a rate of 0.25% per annum of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales principal amount of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to Notes for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration Default, by 0.25% per annumFiling Date, such interest Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or portion thereof) while prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum 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 of 0.50rate increasing by an additional 0.25% per annum. Upon annum at the beginning of each subsequent 90-day period;
(1iii) if (A) the filing Issuers have not exchanged Exchange Units for all Units validly tendered in accordance with the terms of the Exchange Offer on or prior to 30 days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the expiration of 20 Business Days thereafter, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of 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 aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, as then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 31st day after the Effectiveness Date, in the case may beof (A) above, required hereunder 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 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 (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) of the preceding sentenceabove), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Initial Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentenceabove), or (3) upon the issuance exchange of Exchange Securities in exchange Units for all Securities (other than the Private Exchange Securities, if issued) properly Units tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentenceabove), or (4) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which that had ceased to be remain effective (in the case of clause (iviii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the preceding sentencecase of (iii)(C) above), Additional Interest on the Notes as a result of the Registration Default described in such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three 5 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest shall due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be paid by depositing 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 Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securities, if issued) on or before the applicable first such semi-annual interest payment date, immediately available funds in sums sufficient to pay the date occurring after any such Additional Interest then duecommences to accrue. The amount of Additional Interest due shall will be payable determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on each interest payment date to the record Holder basis of Securities entitled to receive the interest payment to be paid on such date as set forth a 360-day year comprised of twelve 30-day months and, in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Phibro Animal Health Corp)
Additional Interest. If (a) The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below:
(i) if neither the Issuer fails to file an Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement with respect has been filed on or prior to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, Filing Date;
(ii) if neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not has been declared effective on or prior to the Effectiveness Date;
(iii) if an Initial Shelf Registration required by the SEC Section 2(c)(2) has not been filed on or prior to the date specified herein 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 required by Section 3(a); and/or
(v) if (A) the Company has not exchanged the Exchange Notes for such effectiveness all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 60 days after the Exchange Registration Statement was declared effective or (B) the “Effectiveness Target Date”), (iii) Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (ivC) the Exchange Offer Registration Statement or if applicable, the Shelf Registration Statement required to be filed and has been declared effective hereunder is declared effective but thereafter and such Shelf Registration ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, at any time during the periods specified herein Effectiveness Period; (each such event referred to in clauses (i) through (ivv) above, above is a “"Registration Default”"), then the sole remedy available to Holders of the Notes will be the immediate accrual of Additional Interest as follows: the per annum interest rate borne on the Notes will increase by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to .50% during the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such a Registration Default, by 0.25% Default and until it is waived or cured; and the per annum, such annum interest rate increasing will increase by an additional 0.25.25% per annum at the beginning of for each subsequent 90-day period (or portion thereof) while a during which the Registration Default is continuing until all Registration Defaults have been curedremains uncured, up to a maximum additional interest rate of Additional Interest of 0.502.0% per annum. Upon , provided, however, that only Holders of Private Exchange Notes shall be entitled to receive Additional Interest as a result of a Registration Default pursuant to clause (iii) or (iv), provided, further, that (1) upon the filing of the Exchange Offer Registration Statement or the Initial Shelf Registration Statement(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 as a result of such clause (i), (ii), (iii), (iv) or (v) (or the relevant subclause thereof), 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall Notes will revert to the original interest rate if originally borne by the Notes.
(b) Notwithstanding the foregoing, no other 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 occurred not exceeded 30 days in the aggregate.
(c) The Company and is continuing. The Issuer the Guarantors shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest shall due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be paid payable in cash semi-annually on each June 15 and December 15 (to the Holders of record on the June 1 and December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue and until such Registration Default is cured, 15 -13- by depositing with the Trustee, in trust, 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 datesuch Holders, immediately available funds in sums sufficient to pay the such Additional Interest. The amount of Additional Interest then due. The will be determined by multiplying the applicable Additional Interest due shall be payable 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 each interest payment date to the record Holder basis of Securities entitled to receive the interest payment to be paid on such date as set forth a 360-day year comprised of twelve 30-day months and, in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Carpenter W R North America Inc)
Additional Interest. If (a) The Company, the Guarantors and the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Company and the Guarantors fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the 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 (without -------- duplication):
(i) if neither the Issuer fails to file an Exchange Offer Registration Statement or nor the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein Filing Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration Default, by 0.25% per annumFiling Date, such interest Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or portion thereof) while a Registration Default is continuing until all Registration Defaults prior to the Effectiveness Date, then, commencing on the 151st day after the Issue Date, Additional Interest shall be accrued on the Notes included or that should have been cured, up to included in such Registration Statement over and above the stated interest at a maximum rate of Additional Interest of 0.50% per annum. Upon annum 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; and
(iii) if either (A) the Company and the Guarantors have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 180th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated for a period of 15 consecutive days without being succeeded immediately by an additional Exchange Registration Statement filed and declared effective or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period for a period of 15 consecutive days without being succeeded immediately by an additional Exchange Registration Statement filed and declared effective, then Additional Inter- est shall be accrued on the Notes (over and above any interest otherwise payable on the Notes) at a rate of 0.50% per annum on (x) the 181st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective without being declared effective within five business days thereafter in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective, in the case of (C) above, such Additional Interest rate increasing by an additional 0.25% 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 is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note); provided, however, that the Additional Interest rate on any affected Note may -------- ------- not exceed at any one time in the aggregate 2.0% in excess of the original per annum interest rate; and provided, further, that (1) upon the filing of the -------- ------- Exchange Offer Registration Statement or the a Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentencethis Section 4(a)), (2) upon 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 sentencethis Section 4(a)), or (3) upon the issuance exchange of Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4(a)), or (4) upon the effectiveness of the Exchange Offer 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 Statementthat 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, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) The Company and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Guarantors shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts ---------- 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each interest payment date May 1 and November 1 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on October 15 and April 15 immediately preceding such dates), commencing with the first such date as set forth 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 consisting of twelve 30-day months and, in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed) and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (T Sf Communications Corp)
Additional Interest. If (a) The Issuer, the Subsidiary Guarantors and the Initial Purchasers agree that the Holders will suffer damages if the Issuer and the Subsidiary Guarantors fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer and the Subsidiary 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness applicable Filing Date or (B) notwithstanding that the “Effectiveness Target Date”), (iii) Issuer and the Subsidiary Guarantors have consummated or will consummate the Exchange Offer is Offer, the Issuer and the Subsidiary Guarantors are required to be consummated hereunder file a Shelf Registration and such Shelf Registration is not filed on or prior to the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in Filing Date applicable thereto, then, commencing on the Exchange Offer within 45 days day after such Filing Date, Additional Interest shall accrue on the principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annumannum for the first 90 days immediately following each such Filing Date, and such interest Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuer and the Subsidiary Guarantors have consummated or will consummate the Exchange Offer, the Issuer and the Subsidiary Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes 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
(iii) if (A) the Issuer and the Subsidiary Guarantors have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective 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 at a rate of 0.25% per annum for the first 90 days commencing on the (x) 46th day after such effective 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 rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period (or portion thereof) while a 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 Default is continuing until all Registration Defaults have been curedStatement, up to a maximum rate of no Additional Interest of 0.50shall accrue on such Note); provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.0% per annum. Upon ; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the applicable Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes validly tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date April 15 and October 15 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on April 1 and October 1 immediately preceding such dates), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Armstrong Containers Inc)
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness applicable Filing Date or (B) notwithstanding that the “Effectiveness Target Date”), (iii) Issuers have consummated or will consummate the Exchange Offer is Offer, the Issuers are required to be consummated hereunder file a Shelf Registration and such Shelf Registration is not filed on or prior to the Issuer fails to issue Exchange Securities in exchange for Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of all Securities properly tendered and not withdrawn of the Registrable Notes in the Exchange Offer within 45 days case of clause (A) above, and on the Effectiveness Target Date with respect principal amount of those Registrable Notes to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or which the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable relates, in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein of clause (each such event referred to in clauses (i) through (ivB) above, and in each case, at a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annumannum for the first 90 days immediately following each such Filing Date, and such interest Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period period; or
(or portion thereofii) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 0.50% per annum. Upon if (1A) the filing of 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 Effectiveness Date applicable thereto, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of all of the Registrable Notes in the case of clause (A) above, and on the principal amount of those Registrable Notes to which the Shelf Registration Statementrelates, 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 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
(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 later of the 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or 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 (other than as the result of a Suspension Period), then Additional Interest shall accrue on the principal amount of all of the Registrable Notes in the case of clause (A) above, and on the principal amount 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 commencing on the (x) 46th or the 211th, as the case may be, day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above (or, in the event of a Suspension Period, on the earlier of the last day of such Suspension Period or the 60th day after notice of such Suspension Period), and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 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 the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the applicable Exchange Securities in exchange Notes (and the related Guarantees) 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 (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer applicable Shelf Registration Statement which had ceased to remain effective (other than as a result of a Suspension Period) (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Company Issuers shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date January 15 and July 15 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on January 1 and July 1 immediately preceding such dates), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Graham Packaging Holdings Co)
Additional Interest. If (ia) The Issuer and the Initial Purchasers agree that the Holders will suffer damages if the Issuer fails to file an Exchange Offer Registration Statement fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the Shelf Registration Statement extent of such damages with respect precision. Accordingly, the Issuer agrees to pay, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the Registrable Securities extent set forth below:
(other than the Private Exchange Securities, i) if issued(A) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by has been filed with the SEC on or prior to the date specified herein for such effectiveness applicable Filing Date or (B) notwithstanding that the “Effectiveness Target Date”), (iii) Issuer has consummated or will consummate the Exchange Offer Offer, the Issuer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the file a Shelf Registration Statement required to be and such Shelf Registration Statement has not been filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer SEC on or resales 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 Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while Notes at a Registration Default is continuing immediately following the occurrence rate of such Registration Default, by 0.25% per annumannum for the first 90 days immediately following each such Filing Date, and such interest Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period 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 portion thereofprior to the applicable Effectiveness Date or (B) while notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration Default is continuing until all Statement and such Shelf Registration Defaults have Statement has not been cureddeclared effective by the SEC on or prior to the applicable Effectiveness Date with respect to such Shelf Registration Statement, up to then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Registrable Notes at a maximum 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 0.50each subsequent 90-day period; or
(iii) if (A) the Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 165th day following the Issue Date or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period, then, 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 commencing on the (x) 165th day following the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that 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) and (iii) of this Section 4 may not exceed in the aggregate 1.0% per annum. Upon ; provided further, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (i) of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer a Subsequent Shelf Registration Statement or in the case of Shelf Registration Statement, as the case may be, required hereunder Statement which had ceased to be remain effective (in the case of clause (iviii)(B) of the preceding sentencethis Section 4), Additional Interest on the Notes as a result of the Registration Default described in such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest , which notice shall also be paid by depositing at least three business days prior to the date of any payment to be made in accordance with the Trustee, in trust, for the benefit following sentence. Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable on each interest payment date in cash simultaneously with, and to the record Holder of Securities same persons entitled to receive receive, stated interest on the Registrable Notes, commencing with the first such payment of interest payment occurring after any such Additional Interest commences to accrue. The amount of Additional Interest payable with respect to Registrable Notes will be paid 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 such date as set forth the basis of a 360-day year comprised of twelve 30-day months and, in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or 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 the immediately following 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the date specified herein for Effectiveness Date applicable to such effectiveness (Shelf Registration, then, commencing on the “day after such Effectiveness Target Date”), (iii) Additional Interest shall accrue on the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.50% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of day after such Registration DefaultEffectiveness Date, by 0.25% per annum, and such interest Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent the immediately following 90-day period period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or portion thereofprior to the 210th day after the Issue Date; provided, however, that if such 210th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be con- summated not later than the next succeeding Business Day' or (B) while if applicable, a Shelf Registration Default is continuing until all has been declared effective and such Shelf Registration Defaults have been curedceases to be effective at any time during the Effectiveness Period, up to a maximum rate of then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 211th 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 rate shall increase by an additional 0.50% per annum at the beginning of the immediately following 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum. Upon ; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue. Notwithstanding any other provision of this Section 4, the Issuer shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three 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”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date March 15 and September 15 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on March 1 and September 1 immediately preceding such dates), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Dole Food Company Inc)
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness Filing Date applicable thereto or (B) notwithstanding that the “Effectiveness Target Date”), (iii) Issuers have consummated or will consummate the Exchange Offer is Offer, the Issuers are required to be consummated hereunder file a Shelf Registration and such Shelf Registration is not filed on or prior to the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in Filing Date applicable thereto, then, commencing on the Exchange Offer within 45 days day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annumannum for the first 90 days immediately following such applicable Filing Date, and such interest Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or portion thereofprior to the Effectiveness Date applicable thereto or (B) while notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Default and such Shelf Registration is continuing until not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes 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
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 90th day after the date on which the Exchange Offer Registration Defaults have Statement was declared effective or (B) if applicable, a Shelf Registration has been cureddeclared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, up then 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 (x) 91st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to a maximum be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of Additional Interest of 0.50accruing exceed in the aggregate 1.0% per annum. Upon ; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue. Notwithstanding any other provision of this Section 4, the Issuers shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three 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”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date February 15 and August 15 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on February 1 and August 1 immediately preceding such dates), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. If (ia) The Issuer and the Initial Purchasers agree that the Holders will suffer damages if the Issuer fails to file an Exchange Offer Registration Statement fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the Shelf Registration Statement extent of such damages with respect precision. Accordingly, the Issuer agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the Registrable Securities extent set forth below (other than the Private Exchange Securities, each of which shall be given independent effect):
(i) if issued(A) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or 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 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 Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the date specified herein for Effectiveness Date in respect of such effectiveness (Shelf Registration, then, commencing on the “day after such Effectiveness Target Date”), (iii) Additional Interest shall accrue on the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.50% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of day after such Registration DefaultEffectiveness Date, by 0.25% per annum, and such interest Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period period; or
(iii) if (A) the Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or portion thereofprior to the 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) while if applicable, a Shelf Registration Default is continuing until all has been declared effective and such Shelf Registration Defaults have been curedceases to be effective at any time during the Effectiveness Period, up to a maximum rate of then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 46th day after such effective 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 rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 2.0% per annum. Upon ; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the applicable Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date February 1 and August 1 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on January 15 and July 15 immediately preceding such dates), commencing with the first such date as set forth occurring after any such Ad- ditional 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 Ad- ditional 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Standard Commercial Corp)
Additional Interest. If (a) The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness Filing Date applicable thereto or (B) notwithstanding that the “Effectiveness Target Date”), (iii) Company has consummated or will consummate the Exchange Offer Offer, the Company is required to be consummated hereunder file a Shelf Registration and such Shelf Registration is not filed on or prior to the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in Filing Date applicable thereto, then, commencing on the Exchange Offer within 45 days day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement Notes which are required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with registered under the Exchange Offer or resales applicable Registration Statement at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annumannum for the first 90 days immediately following such applicable Filing Date, and such interest Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or portion thereofprior to the Effectiveness Date applicable thereto or (B) while notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration Default and such Shelf Registration is continuing until all not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes which are required to be registered under the applicable Registration Defaults have been cured, up to Statement at a maximum rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest of 0.50rate shall increase by an additional 0.25% per annum. Upon annum at the beginning of each subsequent 90-day 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 45th day after the date on which the Exchange Offer Registration Statement was declared effective 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) 46th day after the date on which the Exchange Offer Registration Statement was declared effective, 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 rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided,however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest 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 Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), (3) upon the issuance exchange of the Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of this Section 4), or upon the preceding sentenceeffectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), or (4) upon the effectiveness second anniversary of the Exchange Offer Issue Date (in the case of the application of clauses (i), (ii) or (iii) above to a Shelf Registration Statement only), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue. Notwithstanding any other provision of this Section 4, the Company shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Company shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid or accreted (an “"Event Date”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be (i) if on or prior to the Full Accretion Date, added to the Accreted Value of each Note and (ii) if after the Full Accretion Date, payable in cash, in each case, semiannually on each interest payment date May 15 and November 15 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on May 1 and November 1 immediately preceding such dates), commencing with the first such date as set forth 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 Accreted Value of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Nortek Holdings Inc)
Additional Interest. If (a) The Notes Issuer and the Initial Purchasers agree that the Holders will suffer damages if the Notes Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Notes Issuer 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if neither (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (iix) the Exchange Offer Registration Statement or is completed, nor (y) if required, the Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”)effective, (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities within, in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 each case, 365 days of the Effectiveness Target Date with respect to one-year anniversary of the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”)Issue Date, then the interest rate borne by Additional Interest shall accrue on the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while Notes at a Registration Default is continuing immediately following the occurrence rate of such Registration Default, by 0.25% per annum, annum on the principal amount of such interest rate Registrable Notes for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Registrable Notes; or
(ii) notwithstanding that the Notes Issuer has consummated or portion thereofwill consummate an Exchange Offer, if the Notes Issuer is required to 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) while hereof, then Additional Interest shall accrue on the Registrable Notes at a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum 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 of 0.50in the aggregate under this Section 4 may not exceed 1.00% per annum. Upon annum of the principal amount of such Registrable Notes; or
(iii) if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than the number of days permitted by the second paragraph of Section 3(a) hereof, then commencing on the first day following the date on which such Shelf Registration Statement ceases to be effective that exceeds the number of days permitted by the second paragraph of Section 3(a) hereof, Additional Interest shall accrue on the Registrable Notes 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 be 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 (1) the filing completion of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause paragraph (i) of the preceding sentenceabove), (2) the effectiveness of the Exchange Offer Shelf Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause paragraph (ii) of the preceding sentence), above) and (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 Shelf Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be remain effective (in the case of clause paragraph (iviii) of the preceding sentenceabove), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Notes Issuer shall notify the Trustee within three 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 shall be paid by depositing with the Trustee, in trust, for the benefit ceases to accrue. Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest the payment date dates stated in the Indenture (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on April 15 and October 15 immediately preceding such dates), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Additional Interest. If (a) The Company acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its material obligations under Section 2 and/or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement 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 if such Shelf Registration is not declared effective by the SEC filed on or prior to the date specified herein for such effectiveness (required by this Agreement, Additional Interest shall accrue on the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days principal amount of the Effectiveness Target Date with respect to Notes over and above any stated interest at a rate of 0.25% per annum of the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales principal amount of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to Notes for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration Default, by 0.25% per annumFiling Date, such interest Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period period, subject to the proviso in the last sentence of this subsection (a);
(ii) if (A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective on or portion thereofprior to the Effectiveness Date, or (B) while notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Default Statement and such Shelf Registration Statement is continuing until not declared effective by the SEC on or prior to the 180th day following the date such Shelf Registration Statement was filed, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness 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 proviso in the last sentence of this subsection (a);
(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 end of the Exchange Offer Period, or (B) if applicable, a Shelf Registration Defaults Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the expiration of the Effectiveness Period (other than during such time as all Notes registered thereunder have been cureddisposed of or as contemplated in the proviso to the last sentence of Section 3(a)), up to then Additional Interest shall accrue on the principal amount of the Notes, over and above any stated interest, at a maximum rate of 0.25% per annum of the principal amount of such Notes for the first 90 days commencing on (x) the Business Day following the end of the Exchange Offer Period, in the case of clause (A) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of clause (B) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of 0.50each subsequent 90-day period, subject to the proviso in the last sentence of this subsection (a); provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.0% per annum. Upon ; and provided further, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or a Shelf Registration Statement (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 a Shelf Registration Statement, which had ceased to remain effective (in the case of (iii)(B) above), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof), as the case may be, required hereunder (in shall cease to accrue, although it shall still accrue to the case extent at such time another provision of clause clauses (i) through (iii) is applicable. Additional Interest will not accrue under more than one of the preceding sentence)foregoing clauses (i) through (iii) at any one time. Notwithstanding the foregoing, (2) no Additional Interest shall become due in the event of any delay in filing or effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (Statement or any delay in the case consummation 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 or any cessation of clause (iii) of the preceding sentence), or (4) the effectiveness of the Exchange Offer Shelf Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective that occurs by reason of a Blackout Period.
(in the case of clause (ivb) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Company shall notify the Trustee within three 3 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash on each interest payment date to the record Holder of Securities entitled to receive dates and in the interest payment to be paid on such date as set forth manner provided in the Indenture. Each obligation to pay , commencing with the first such quarterly date occurring after any such Additional Interest shall commences to accrue. The amount of Additional Interest will be deemed to accrue from and including the day following determined by multiplying the applicable Event DateAdditional 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: Exchange and Registration Rights Agreement (Berry Plastics Holding Corp)
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers 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 neither the Issuer fails to file an Exchange Offer Registration Statement or nor the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for Filing Date (or, in the case of a Shelf Registration pursuant to a Shelf Notice delivered less than 45 days prior to the Filing Date, on or prior to the 45th day following such effectiveness Shelf Notice (the “Effectiveness Target Date”"SHELF FILING DATE")), then, commencing on the 121st day after the Issue Date (iii) or, if applicable, on the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or 1st day after the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”Filing Date), then Additional Interest shall accrue on the Notes over and above the stated interest at a rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to of 0.50% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration DefaultFiling Date (or, by 0.25% per annumif applicable, the first 90 days following the Shelf Filing Date), such interest Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period period;
(ii) if neither the Exchange Registration Statement nor the Shelf Registration is declared effective by the SEC on or portion thereof) while a Registration Default is continuing until all Registration Defaults prior to the Effectiveness Date (or, if applicable, the Shelf Effectiveness Date), then, commencing on the 181st day after the Issue Date (or, if applicable, the 1st day after the Shelf Effectiveness Date), Additional Interest shall accrue on the Notes included or that should have been cured, up to included in such Registration Statement over and above the stated interest at a maximum rate of Additional Interest of 0.50% per annum. Upon annum for the first 90 days immediately following the Effectiveness Date (1or, if applicable, the first 90 days following the Shelf Effectiveness Date), such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the filing 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 225th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, 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 has been declared effective and such 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 ceases to be effective (in at any time during the case of clause (iv) of the preceding sentence)Effectiveness Period, Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). then Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Securities accrue (other than Private Exchange Securities, if issued) on or before the applicable semi-annual over and above any interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be otherwise payable on each interest payment date to such Notes) at a rate of 0.50% per annum on (x) the record Holder of Securities entitled to receive 226th day after the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Issue Date.
Appears in 1 contract
Sources: Registration Rights Agreement (Chancellor Media Mw Sign Corp)
Additional Interest. If (a) The parties hereto agree that Holders of Transfer Restricted Notes will suffer damages if the Company or the Guarantors fail to perform their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the Issuer fails to file an Exchange Offer applicable Registration Statement or is not filed with the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) Commission on or before prior to the date specified herein for such filing, (ii) the Exchange Offer applicable Registration Statement or the Shelf Registration Statement is has not been declared effective by the SEC Commission on or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”)after such obligation arises, (iii) if the Registered Exchange Offer is required to be consummated hereunder Consummated hereunder, the Registered Exchange Offer has not been Consummated by the Company and the Issuer fails to issue Exchange Securities Guarantors within the time period set forth in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementSection 2(a) hereof, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect prior to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 0.50% per annum. Upon (1) the filing end of the Exchange Offer Registration Statement Period or the Shelf Registration StatementPeriod, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (2) Commission shall have issued a stop order suspending the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in or proceedings have been initiated with respect to the case of clause (iiRegistration Statement under Section 8(d) or 8(e) of the preceding sentenceAct or (v) the Company and the Guarantors shall have suspended the use of the Prospectus in excess of the time periods permitted under Section 2(d) or 3(d) (each such event referred to in clauses (i) through (v), a “Registration Default”), then additional interest with respect to the Transfer Restricted Notes (3“Additional Interest”) will accrue with respect to the issuance first 90-day period immediately following the occurrence of Exchange Securities such Registration Default in exchange an amount equal to 0.5% per annum per $1,000 principal amount of such Notes and will increase by an additional 0.5% per annum per $1,000 principal amount of such Notes for each subsequent 90-day period until such Registration Default has been cured, up to an aggregate maximum amount of Additional Interest of 1.0% per annum per $1,000 principal amount of Notes for all Securities (other than Registration Defaults. Following the Private Exchange Securitiescure of a Registration Default, if issued) properly tendered and not withdrawn in the Exchange Offer (in the case accrual 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the with respect to such Registration Default described in such clause shall will cease to accrue (but any accrued amount shall be payable) and upon the cure of all Registration Defaults the accrual of all Additional Interest will cease and the interest rate on the Securities Notes shall revert thereafter be the coupon rate. Notwithstanding anything to the original rate contrary in this Section 4(a), the Company and the Guarantors shall not be required to pay Additional Interest to a Holder of Restricted Transfer Notes if no other Registration Default has occurred and is continuing. such Holder failed to comply with its obligations to make the representations set forth in the second sentence of Section 2(b) or provide the requested information pursuant to Section 3(e).
(b) The Issuer Company shall notify the Trustee within three Business Days after and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every date on which an event occurs in respect of which Registration Default. The Company and the Guarantors shall pay the Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid due on the Transfer Restricted Notes by depositing with the Trusteepaying agent (which shall not be the Company or the Guarantors for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securitiesthereof, if issued) prior to 11:00 a.m. on or before the applicable semi-annual next interest payment datedate specified in the Indenture (or such other indenture), 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 specified by the Indenture (or such other indenture) to the record Holder of Securities holders entitled to receive the interest payment to be paid made on such date as set forth in the Indenturedate. Each obligation to pay Additional Interest shall be deemed to accrue from and including include the day following date of the applicable Event DateRegistration Default to, but excluding, the relevant interest payment date.
(c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by Holders of Transfer Restricted Notes by reason of the happening of any Registration Default and are intended to and shall constitute the sole remedy for damages that will be suffered by the Holders of the Transfer Restricted Notes by reason of any of the failures listed in Section 4(a).
(d) All Additional Interest which has accrued pursuant to this Section 4 and which is outstanding with respect to any Transfer Restricted Note shall remain outstanding until paid in full (notwithstanding termination of this Agreement, Consummation of the Registered Exchange Offer or cessation of effectiveness of the Shelf Registration Period).
Appears in 1 contract
Sources: Registration Rights Agreement (Landrys Restaurants Inc)
Additional Interest. If In the event that:
(i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issuedx) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the 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 date specified herein for such effectiveness (the “Effectiveness Target Date”Deadline pursuant to Section 2(a)(i), then Additional Interest shall accrue on the principal amount of the Notes at a rate equal to 0.25% per annum for the first 90-day period from the day following such Effectiveness Deadline, and an additional 0.50% 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 applicable thereto, or (B) in the event such filing is a post effective amendment or additional Shelf Registration Statement, such post effective amendment or Shelf Registration Statement fails to become effective on or prior to the Effectiveness Deadline applicable thereto, then Additional Interest shall accrue on the principal amount of the Notes at a rate equal to 0.25% per 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 Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementEffective Date, or (iv) the Exchange Offer Registration Statement or the a Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter 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 Exchange Offer Prospectus to make changes to the information regarding selling securityholders or resales the plan of Securitiesdistribution provided for therein, and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Suspension Period is then in effect, within ten Business Days following the expiration of such Suspension Period), then Additional Interest shall accrue on the principal amount of the Notes at a rate equal to 0.25% per 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, during then Additional Interest shall accrue on the periods specified herein (each such event referred principal amount of the Notes at a rate equal to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.25% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing immediately from the day following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period (45th or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 0.50% per annum. Upon (1) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement91st day, as the case may be, required 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 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 accrue on the principal amount of Notes at a rate equal to 0.25% per annum for the first 90-day period from the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and an additional 0.50% per annum for each subsequent 90-day period; provided, however, that 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 principal amount of the Notes as a result thereof shall cease to accrue:
(1) upon the Effective Date (in the case of clause (i) of the preceding sentenceabove), ;
(2) upon the effectiveness filing of a supplement to the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder Prospectus (in the case of clause (iiiii)(A) above) or upon the Effective Date (in the case of the preceding sentenceclause (iii)(B) above), ;
(3) upon such time as the issuance of Exchange Securities in exchange Shelf Registration Statement which had ceased to remain effective or usable for all Securities (other than the Private Exchange Securities, if issued) properly tendered resales again becomes effective and not withdrawn in the Exchange Offer usable for resales (in the case of clause (iii) of the preceding sentenceabove), or ;
(4) the effectiveness of the Exchange Offer Registration Statement or upon such time as the Shelf Registration Statement, as the case may be, required hereunder Statement which had ceased to be remain effective or usable for resales again becomes effective and usable for resales (in the case of clause (ivv) above); or
(5) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of the preceding sentenceclause (v) above), . Any amounts of Additional Interest as a result of the Registration Default described due pursuant to Section 2(e) will be payable in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate cash on the Securities next succeeding interest payment date to Holders entitled to receive such Additional Interest on the relevant record dates for the payment of interest. Notwithstanding any provision in this Agreement, in no event shall revert Additional Interest accrue to the original rate if no other Registration Default has occurred and is continuingholders of Common Shares issued upon exchange of Notes. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of If any Note ceases to be outstanding during any period for which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with accruing, 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 Company will prorate the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date with respect to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event DateNote.
Appears in 1 contract
Additional Interest. If (ia) the Issuer fails ally, agree to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to pay, as liquidated damages, additional interest on the Registrable Securities (other than "Additional Interest") under the Private Exchange Securities, 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) if issued) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness (the “Effectiveness Target Filing Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by Additional Interest shall accrue on the Registrable Securities (other than over and above the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to stated interest at a rate of .25% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration Default, by 0.25% per annumFiling Date, such interest Additional Interest rate increasing by an additional 0.25.25% per annum at the beginning of each subsequent 90-day period period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or portion thereof) while a Registration Default is continuing until all Registration Defaults prior to the Effectiveness Date, Additional Interest shall be accrued on the Registrable Securities included or which should have been cured, up to included in such Registration Statement over and above the stated interest at a maximum rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of 0.50each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the 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 be accrued on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .25% per annum for the first 90 days commencing on the (x) 166th day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration 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, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; 12 -11- 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. Upon ; and provided, further, that (1) upon the filing of the Exchange Offer Registration Statement or the a Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentencethis Section 4), (2) upon 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 sentencethis Section 4), or (3) upon the issuance exchange of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 Statementwhich had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but accrue. It is understood and agreed that, notwithstanding any accrued amount shall be payable) and the interest rate on the Securities shall revert provision to the original rate if contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid accrue on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event DateRegistrable Security.
Appears in 1 contract
Sources: Registration Rights Agreement (Dolco Packaging Corp /De/)
Additional Interest. If (ia) The Issuer and the Initial Purchasers agree that the Holders will suffer damages if the Issuer fails to file an Exchange Offer Registration Statement fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the Shelf Registration Statement extent of such damages with respect precision. Accordingly, the Issuer agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the Registrable Securities extent set forth below (other than the Private Exchange Securities, each of which shall be given independent effect):
(i) if issued) on or before the date specified herein for such filing, (iiA) the Exchange Offer Registration Statement or the Shelf Registration Statement is has not declared effective by the SEC been filed on or prior to the date specified herein for Exchange Filing Deadline or (B) the Issuer is required to file the Initial Shelf Registration Statement and such effectiveness Initial Shelf Registration Statement has not been filed on or before the Shelf Filing Deadline, then commencing on the day after (the “Effectiveness Target Date”), (iiix) 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 Filing Deadline in the Exchange Offer within 45 days 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 Effectiveness Target Date with respect to Notes at a rate of 0.25% per annum for the first 90 days immediately following the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement Filing Deadline or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of SecuritiesFiling Deadline, as the case may be, during the periods specified herein (each and such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest Additional Interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period period; or
(or portion thereofii) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 0.50% per annum. Upon if (1A) the filing of the Exchange Offer Registration Statement has not been declared effective by the SEC on or prior to the Exchange Effectiveness Deadline or (B) the Issuer is required to file the Initial Shelf Registration Statement and such Initial Shelf Registration Statement has not been declared effective by the SEC on or prior to the Shelf Effectiveness Deadline, then commencing on the day after (x) the Exchange Effectiveness Deadline in the case of clause (A), and (y) the Shelf Effectiveness Deadline in the case of clause (B), Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following the day /END after the Exchange Effectiveness Deadline or the Shelf Registration StatementEffectiveness 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
(iii) if (A) the Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 395th 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 Shelf Effectiveness Period, then 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 (x) 395th 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 rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in 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 the preceding sentencethis Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Initial Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4(a)), or (3) upon the issuance exchange of the Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4(a)), or (4) upon the effectiveness of the Exchange Offer 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, required hereunder which had ceased to be effective (in the case of clause (iviii)(B) of the preceding sentencethis Section 4(a)), Additional Interest on the Notes in respect of which such events relate as a result of the Registration Default described in such clause (or the relevant subclause thereof, as the case may be) shall cease to accrue (but any accrued amount shall be payableaccrue. 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 interest rate on rules of such exchange so require, the Securities Company shall revert provide a notice in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburg Wort) describing such event giving rise to the original rate if no obligation to pay liquidated damages. Notwithstanding any other Registration Default has occurred and is continuing. provision of this Section 4, the Issuer shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by this Agreement.
(b) The Issuer shall notify the Trustee within three 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 shall due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be paid by depositing with the Trustee, payable in trust, for the benefit of cash semiannually on each January 15 and July 15 (to the Holders of Securities (other than Private Exchange Securitiesrecord on the January 1 and July 1 immediately preceding such dates), if issued) on or before commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The 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 due shall be payable rate was applicable during such period (determined on each interest payment date to the record Holder basis of Securities entitled to receive the interest payment to be paid on such date as set forth a 360 day year /END comprised of twelve 30 day months and, in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Additional Interest. If (a) The Company and ▇▇▇▇▇ agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or 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 Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the date specified herein for Effectiveness Date in respect of such effectiveness (Shelf Registration, then, commencing on the “day after such Effectiveness Target Date”), (iii) Additional Interest shall accrue on the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.50% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of day after such Registration DefaultEffectiveness Date, by 0.25% per annum, and such interest Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period 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 portion thereofprior to the day three years and 185 days after the Issue Date or (B) while if applicable, a Shelf Registration Default is continuing until has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than after such time as all Registration Defaults Notes have been cureddisposed of thereunder), up to a maximum rate of then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum. Upon annum for the first 90 days commencing on the (1x) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statementday 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 ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; PROVIDED, HOWEVER, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate amount of Additional Interest exceed 1.00% per annum; PROVIDED, FURTHER, HOWEVER, 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) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the applicable Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”"EVENT DATE"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable on each interest payment date to in the record Holder of Securities entitled to receive the interest payment to be paid on such date as manner set forth in the Indenture. Each obligation Notes semiannually on each June 1 and December 1 (to pay the holders of record on the May 15 and November 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest shall commences to accrue. The amount of Additional Interest will be deemed to accrue from and including the day following determined by multiplying the applicable Event DateAdditional 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. If The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Notes (i"Additional Interest") under the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect circumstances and to the Registrable Securities extent set forth below (other than the Private Exchange Securities, if issuedeach of which shall be given independent effect):
(A) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or 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 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 date specified herein for Effectiveness Date in respect of such effectiveness (Shelf Registration, then, commencing on the “day after such Effectiveness Target Date”), (iii) Additional Interest shall accrue on the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Securities at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.50% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of day after such Registration DefaultEffectiveness Date, by 0.25% per annum, and such interest Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period period; or 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 portion thereofprior to the 185th day after the Issue Date or (B) while if applicable, a Shelf Registration Default is continuing until all has been declared effective and such Shelf Registration Defaults have been curedceases to be effective at any time during the Effectiveness Period, up to a maximum rate of then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum. Upon annum for the first 90 days commencing on the (1x) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement186th day, as the case may be, after such effective 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 rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate amount of Additional Interest exceed 1.00% per annum; provided, further, however, 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) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the applicable Exchange Securities in exchange Notes 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 (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuingaccrue. The Issuer Issuers shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date June 1 and December 1, (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on May 15 and November 15 immediately preceding such dates), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Marathon Power Technologies Co)
Additional Interest. If (ia) The Issuer and the Initial Purchaser agree that the Holders will suffer damages if the Issuer fails to file an Exchange Offer Registration Statement fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the Shelf Registration Statement extent of such damages with respect precision. Accordingly, the Issuer agrees to pay, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the Registrable Securities extent set forth below:
(other than the Private Exchange Securities, i) if issued(A) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by has been filed with the SEC on or prior to the date specified herein for such effectiveness (the “Effectiveness Target applicable Filing Date”), (iiiB) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer Offer, the Issuer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the 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 be filed and declared effective hereunder is declared effective but thereafter ceases pay Additional Interest (as defined in the Other Registration Rights Agreement) pursuant to be effective Section 4(a)(i)(A) or usable in connection with (B) of the Exchange Offer or resales Other Registration Rights Agreement, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while Notes at a Registration Default is continuing immediately following the occurrence rate of such Registration Default, by 0.25% per annumannum for the first 90 days immediately following each such Filing Date, and such interest Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period 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 portion thereofprior to the applicable Effectiveness Date, (B) while notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration Default Statement and such Shelf Registration Statement has not been declared effective by the SEC on or prior to the applicable Effectiveness Date with respect to such Shelf Registration Statement or (C) the Issuer is continuing until all required to pay Additional Interest (as defined in the Other Registration Defaults have been curedRights Agreement) pursuant to Section 4(a)(ii)(A) or (B) of the Other Registration Rights Agreement, up to then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Registrable Notes at a maximum 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 0.50each subsequent 90-day period; or
(iii) if (A) the Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to May 29, 2004, (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period or (C) the Issuer is required to pay Additional Interest (as defined in the Other Registration Rights Agreement) pursuant to Section 4(a)(iii)(A) or (B) of the Other Registration Rights Agreement, then, 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 commencing on (x) May 29, 2004, in the case of (A) above, or (y) the day 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 Rights Agreement) begins to accrue under the terms of the Other Registration Rights Agreement in the case of (C) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that 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) and (iii) of this Section 4 may not exceed in the aggregate 1.0% per annum. Upon ; provided further, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii)(A) or (B) of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (iiii)(A) or (B) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer a Subsequent Shelf Registration Statement or in the case of Shelf Registration Statement, as the case may be, required hereunder Statement which had ceased to be remain effective (in the case of clause (iviii)(B) of the preceding sentencethis Section 4), Additional Interest on the Notes as a result of the Registration Default described in 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), (ii)(C) or (iii)(C) of this Section 4 shall cease to accrue if Additional Interest (but any accrued amount shall be payableas defined in the Other Registration Rights Agreement) and ceases to accrue under the interest rate on the Securities shall revert to the original rate if no other Other Registration Default has occurred and is continuing. Rights Agreement.
(b) The Issuer shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest , which notice shall also be paid by depositing at least three business days prior to the date of any payment to be made in accordance with the Trustee, in trust, for the benefit following sentence. Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable on each interest payment date in cash simultaneously with, and to the record Holder of Securities same persons entitled to receive receive, stated interest on the Registrable Notes, commencing with the first such payment of interest payment occurring after any such Additional Interest commences to accrue. The amount of Additional Interest payable with respect to Registrable Notes will be paid 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 such date as set forth the basis of a 360-day year comprised of twelve 30-day months and, in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Additional Interest. If (a) The Issuers and the Initial Purchaser agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree 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) the Issuer fails to file an Exchange Offer Registration Statement istration is not filed on or the Shelf Registration Statement with respect prior to the Registrable Securities (other than Filing Date applicable thereto, then, commencing on the Private Exchange Securitiesday after any such Filing Date, if issued) Additional Interest shall accrue on or before the date specified herein principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following each such filingFiling 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 or nor the Initial Shelf Registration Statement is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the date specified herein for Effectiveness Date in respect of such effectiveness (Shelf Registration, then, commencing on the “day after such Effectiveness Target Date”), (iii) Additional Interest shall accrue on the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.50% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of day after such Registration DefaultEffectiveness Date, by 0.25% per annum, and such interest Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period period; or
(or portion thereofiii) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 0.50% per annum. Upon if (1A) the filing Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 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, a Shelf Registration Statementhas 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 at a rate of 0.50% per annum for the first 90 days commencing on the (x) 46th or 301st day, as the case may be, required hereunder (after such effective 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 rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; terest on the Notes in respect of which such events relate as a result of such clause (i) of the preceding sentence), (2) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statementrelevant subclause thereof), 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date January 1 and July 1 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on December 15 and June 15 immediately preceding such dates), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by has been filed with the SEC on or prior to the date specified herein for such effectiveness applicable Filing Date or (B) notwithstanding that the “Effectiveness Target Date”), (iii) Issuers have consummated or will consummate the Exchange Offer is Offer, the Issuers are required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the file a Shelf Registration Statement required to be and such Shelf Registration Statement has not been filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer SEC on or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect prior to the first 90-Filing Date applicable thereto, then, commencing on the day period (or portion thereof) while after any such Filing Date, Additional Interest shall accrue on the principal amount of the Securities at a Registration Default is continuing immediately following the occurrence rate of such Registration Default, by 0.25% per annumannum for the first 90 days immediately following each such Filing Date, and such interest Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period 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 portion thereofprior to the applicable Effectiveness Date or (B) while notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Default is continuing until all Statement and such Shelf Registration Defaults have Statement has not been cureddeclared effective by the SEC on or prior to the applicable Effectiveness Date with respect to such Shelf Registration Statement, up to then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a maximum 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 0.50each subsequent 90-day 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 165th day following the Issue Date or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period, then, Additional Interest shall accrue on the principal amount of the 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 Statement ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes as a result of the provisions of clauses (i), (ii) and (iii) of this Section 4 may not exceed in the aggregate 1.0% per annum. Upon ; provided further, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (i) of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the Exchange Securities in exchange Notes 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 (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer a Subsequent Shelf Registration Statement or in the case of Shelf Registration Statement, as the case may be, required hereunder Statement which had ceased to be remain effective (in the case of clause (iviii)(B) of the preceding sentencethis Section 4), Additional Interest on the Notes as a result of the Registration Default described in such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Additional Interest , which notice shall also be paid by depositing at least three business days prior to the date of any payment to be made in accordance with the Trustee, in trust, for the benefit following sentence. Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable on each interest payment date in cash simultaneously with, and to the record Holder of Securities same persons entitled to receive receive, stated interest on the Notes, commencing with the first such payment of interest payment occurring after any such Additional Interest commences to accrue. The amount of Additional Interest payable with respect to Registrable Notes will be paid 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 such date as set forth the basis of a 360-day year comprised of twelve 30-day months and, in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (iix) the Exchange Offer Registration Statement is not declared effective on or prior to the Registration Trigger Date or (y) the Exchange Offer is not consummated within 45 days after the Exchange Offer Registration Statement becomes effective, then 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 Registration Trigger Date or the 45th day following the effective date of the Exchange Offer Registration Statement, as applicable, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of the immediately following 90-day period; or
(ii) if 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 date specified herein 90th day following delivery of the Shelf Notice, then, commencing on the day after such 90th day, 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 day after such effectiveness (Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the “Effectiveness Target Date”), beginning of the immediately following 90-day period; or
(iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or if the Shelf Registration Statement required to be filed and declared effective hereunder is by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective or usable in connection with 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 Exchange Offer or resales number of Securities, as days permitted by the case may be, during the periods specified herein (each such event referred to in clauses (isecond paragraph of Section 3(a) through (iv) above, a “Registration Default”)hereof, then commencing on the interest rate borne first day following the date on which such Shelf Registration Statement ceases to be effective that exceeds the number of days permitted by the second paragraph of Section 3(a) hereof, Additional Interest shall accrue on the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while Notes at a Registration Default is continuing immediately following the occurrence rate of such Registration Default, by 0.25% per annumannum 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 interest rate Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (or portion thereofi) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate — (iii) at any one time and at no time shall the aggregate amount of Additional Interest of 0.50accruing exceed in the aggregate 1.00% per annum. Upon ; provided, further, however, that (1) upon the filing completion of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Shelf Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance effectiveness 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 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 result of such clause (iii) of the preceding sentence), or (4) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue. Notwithstanding any other provision of this Section 4, the Issuer shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three 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”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date March 15 and September 15 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on March 1 and September 1 immediately preceding such dates), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Additional Interest. If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for applicable Filing Date then, commencing on the day after any such effectiveness (Filing Date, Additional Interest shall accrue on the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days principal amount of the Effectiveness Target Date with respect to Notes at a rate of 0.50% per annum for the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (first 90 days immediately following each such event referred to in clauses (i) through (iv) aboveFiling Date, a “Registration Default”), then the interest and such Additional Interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period period; or
(or portion thereofii) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 0.50% per annum. Upon (1) the filing of if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date 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 day after 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
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes 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 at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st 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 rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date May 1 and November 1 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on April 15 and October 15 immediately preceding such dates), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Kci New Technologies Inc)
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Sec- tion 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, each of the Issuers 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 Issuer fails to file an Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for 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 effectiveness Shelf Registration is not filed on or prior to the 90th day after delivery of the Shelf Notice, then, in the case of subclause (the “Effectiveness Target Date”A), (iii) commencing on the Exchange Offer is required to be consummated hereunder and day after the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn Filing Date or, in the Exchange Offer within 45 days case of subclause (B), commencing on the 91st day following delivery of the Effectiveness Target 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 with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securitiessuch 90th day, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or portion thereofprior to the Effectiveness Date applicable thereto or (B) while notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration Default and such Shelf Registration is continuing until all Registration Defaults have been curednot declared effective by the Commission on or prior to the applicable Effectiveness Date, up to a maximum rate of 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. Upon annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 165th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of the Exchange Offer or (C) 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 Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 165th day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period;
(1) upon the filing of the Exchange Offer Registration Statement or the each Shelf Registration Statement(in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest shall due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be paid by depositing with payable in cash on each regular interest payment date specified in the Trustee, in trust, for the benefit of Indenture (to the Holders of Securities Registrable Notes of record on the regular record date therefor (other than Private Exchange Securitiesas specified in the Indenture) immediately preceding such dates), if issued) on or before commencing with the applicable semi-annual 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 first such regular interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on occurring after any such date as set forth in the Indenture. Each obligation to pay 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) Additional Interest pursuant to this Section 4 shall be deemed the sole and exclusive remedy for any failure by the Issuers to accrue from comply with Sections 2, 3 and including the day following the applicable Event Date5 hereof.
Appears in 1 contract
Additional Interest. If (ia) The Issuer and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuer fails to file an fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer agrees to pay, 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 or nor the Initial Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness Filing Date or (B) notwithstanding that the “Effectiveness Target Date”)Issuer has consummated or will consummate an Exchange Offer, (iii) the Exchange Offer Issuer is required to be consummated hereunder file a Shelf Registration and such Shelf Registration is not filed on or prior to the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn 30th day after delivery of the Shelf Notice, then, in the Exchange Offer within 45 days case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), 11 -11- commencing on the 31st day following delivery of the Effectiveness Target 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 with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securitiessuch 30th day, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or portion thereofprior to the Effectiveness Date applicable thereto or (B) while notwithstanding that the Issuer has consummated or will consummate an Exchange Offer, the Issuer is required to file a Shelf Registration Default and such Shelf Registration is continuing until all not declared effective by the Commission on or prior to the 90th day following the date such Shelf Registration Defaults have been curedwas required to be filed, up then, in the case of subclause (A), commencing on the day after such Effectiveness Date or, in the case of subclause (B), commencing on the 91st day following the date such Shelf Registration was required to be filed, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a maximum rate of Additional Interest of 0.500.25% per annum. Upon (1) annum for the filing of first 90 days immediately following the Exchange Offer Registration Statement day after the Effectiveness Date or the Shelf Registration Statementsuch 91st day, as the case may be, required hereunder such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 45 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 (C) 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 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) 46th day after such effective date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Notes may not exceed in the aggregate 1.0% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of clause (i) of the preceding sentenceabove), (2) upon the effectiveness of the Exchange Offer Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration Statementwhich had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three 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 shall due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be paid by depositing with payable in cash semi-annually on each regular interest payment date specified in the Trustee, in trust, for the benefit of Indenture (to the Holders of Securities Registrable Notes of record on the regular record date therefor (other than Private Exchange Securitiesspecified in the Indenture) immediately preceding such dates), if issued) on or before commencing with the applicable semi-annual 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 first such regular interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on occurring after any such date as set forth in the Indenture. Each obligation to pay Additional Interest shall commences to accrue. The amount of Additional Interest will be deemed to accrue from and including the day following determined by multiplying the applicable Event DateAdditional 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.
Appears in 1 contract
Additional Interest. If (a) The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness Filing Date applicable thereto or (B) notwithstanding that the “Effectiveness Target Date”), (iii) Company has consummated or will consummate the Exchange Offer Offer, the Company is required to be consummated hereunder file a Shelf Registration and such Shelf Registration is not filed on or prior to the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in Filing Date applicable thereto, then, commencing on the Exchange Offer within 45 days day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annumannum for the first 90 days immediately following such applicable Filing Date, and such interest Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or portion thereofprior to the Effectiveness Date applicable thereto or (B) while notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration Default and such Shelf Registration is continuing until not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes 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
(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 30th day after the date on which the Exchange Offer Registration Defaults have Statement was declared effective or (B) if applicable, a Shelf Registration has been cureddeclared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, up then 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 (x) 36th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to a maximum be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of Additional Interest of 0.50accruing exceed in the aggregate 1.0% per annum. Upon ; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue. Notwithstanding any other provision of this Section 4, the Company shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Company shall notify the Trustee within three one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”)paid. Any amounts of Additional Interest shall due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be paid by depositing with the Trustee, payable in trust, for the benefit of cash semiannually on each April 15 and October 15 (to the Holders of Securities (other than Private Exchange Securitiesrecord on the April 1 and October 1 immediately preceding such dates), if issued) on or before commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The 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 due shall be payable rate was applicable during such period (determined on each interest payment date to the record Holder basis of Securities entitled to receive the interest payment to be paid on such date as set forth a 360 day year comprised of twelve 30 day months and, in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Additional Interest. If (a) The Issuers and the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers, jointly and severally, agree to pay, 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 Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is has not declared effective by the SEC been filed on or prior to the date specified herein for such effectiveness (the “Effectiveness Target Filing Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then commencing on the day after the Filing Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to of 0.50% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration Default, by 0.25% per annumFiling Date, such interest Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period period;
(ii) if the Exchange Registration Statement is not declared effective on or portion thereof) while a Registration Default is continuing until all Registration Defaults have been curedprior to the Effectiveness Date, up to a maximum rate of 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 0.50% per annum. Upon annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Registration Statement is declared effective or (B) the Initial Shelf Registration, if required to be filed hereunder, is not declared effective on or prior to the 120th day after the Issue Date or (C) 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 Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on (x) the 45th day after the date on which the Exchange Registration Statement is declared effective, in the case of (A) or (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day period;
(1) upon the filing of the Exchange Offer Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement (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), upon the effectiveness of the Initial Shelf Registration (in the case of (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 Shelf Registration Statementrelevant subclause thereof), 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”Date "). Any amounts of Additional Interest shall ---------- due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be paid payable semi-annually by depositing with wire transfer of immediately available funds or by federal funds check on each regular interest payment date specified in the Trustee, in trust, for the benefit of Indenture (to the Holders of Securities record on the regular record date therefor (other than Private Exchange Securitiesspecified in the Indenture) immediately preceding such dates), if issued) on or before commencing with the applicable semi-annual 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 first such regular interest payment date occurring after any such Additional Interest commences to accrue, subject to Section 2.17 of the record Holder Indenture with respect to defaulted interest. The amount of Securities entitled to receive Additional Interest will be determined by multiplying the interest payment to be paid applicable Additional Interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on such date as set forth the basis of a 360-day year comprised of twelve 30-day months and, in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Additional Interest. If (a) The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness Filing Date applicable thereto or (B) notwithstanding that the “Effectiveness Target Date”), (iii) Company has consummated or will consummate the Exchange Offer Offer, the Company is required to be consummated hereunder file a Shelf Registration and such Shelf Registration is not filed on or prior to the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in Filing Date applicable thereto, then, commencing on the Exchange Offer within 45 days day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annumannum for the first 90 days immediately following such applicable Filing Date, and such interest Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or portion thereofprior to the Effectiveness Date applicable thereto or (B) while notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration Default and such Shelf Registration is continuing until all Registration Defaults have been curednot declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, up to then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a maximum 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 0.50each subsequent 90-day 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 rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum. Upon ; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), this Section 4) or (3) upon the issuance exchange of the Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue. Notwithstanding any other provision of this Section 4, the Company shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Company shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, in each case, semiannually on each interest payment date January 15 and July 15 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on January 1 and July 1 immediately preceding such dates), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Istar Financial Inc)
Additional Interest. If (a) The Issuers and the Initial Purchaser agree that the Holders will suffer damages if the Issuers fails to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if:
(i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC consummated on or prior to the date specified herein for such effectiveness 180th day following the Issue Date, or, if that day is not a Business Day, the next day that is a Business Day; or
(the “Effectiveness Target Date”), (iiiii) the Exchange Offer Shelf Registration is required to be consummated hereunder and filed but is not declared effective within the Issuer fails to issue Exchange Securities time period specified in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementSection 3(b)(x), or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective by such date but thereafter ceases to be effective or usable in connection with (unless the Exchange Offer Shelf Registration ceases to be effective or resales usable as specifically permitted by the penultimate paragraph of SecuritiesSection 5 hereof), as the case may be, during the periods specified herein (each such event referred to in clauses (i) through and (ivii) above, a “Registration Default”), then additional interest in the form of additional cash interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to ) will accrue on the affected Registrable Notes. The rate of Additional Interest will be 0.25% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such a Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.25% per annum at the beginning of with respect to each subsequent 90-day period (or portion thereof) while up to a maximum amount of Additional Interest of 1.00% per annum, from and including the date on which any such Registration Default is continuing until shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been curedcured 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, up to after the cure of all Registration Defaults then in effect, there is a maximum subsequent Registration Default, the rate of Additional Interest for such subsequent Registration Default shall initially be 0.25% regardless of 0.50% per annumthe 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. Upon Notwithstanding the foregoing, (1) the filing amount 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause payable shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other not increase because more than one Registration Default has occurred and is continuing. The Issuer pending and (2) a Holder of Registrable Notes that is not entitled to the benefits of the Shelf Registration (e.g., such Holder has not elected to include information) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration.
(b) So long as Notes remain outstanding, the Company shall notify the Trustee within three five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid paid. Any amounts of Additional Interest due pursuant to clauses (an a)(i) or (a)(ii) of this Section 4 will be payable in cash semi-annually on each June 15 and December 15 (each a “Event Additional Interest Payment Date”). , commencing with the first such date occurring after any such Additional Interest shall commences to accrue, to Holders to whom regular interest is payable on such Additional Interest Payment Date with respect to Notes that are Registrable Notes. The amount of Additional Interest for each Registrable Note will be paid determined 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 multiplying the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay rate of Additional Interest by the aggregate principal amount of such Registrable Note outstanding on the Additional Interest then due. The Payment Date following such Registration Default in the case of the first such payment of Additional Interest due shall be payable 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 each interest payment date to the record Holder basis of Securities entitled to receive the interest payment to be paid on such date as set forth a 360-day year comprised of twelve 30-day months and, in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Additional Interest. If (ia) The Issuer and the Initial Purchaser agree that the Holders will suffer damages if the Issuer fails to file an Exchange Offer Registration Statement fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the Shelf Registration Statement extent of such damages with respect precision. Accordingly, the Issuer agrees to pay as liquidated damages, additional interest on the Registrable Securities (other than "Additional Interest") under the Private Exchange Securities, circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if issued(A) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness Filing Date applicable thereto or (B) notwithstanding that the “Effectiveness Target Date”), (iii) Issuer has consummated or will consummate the Exchange Offer Offer, the Issuer is required to be consummated hereunder file a Shelf Registration and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and such Shelf Registration is not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect filed on or prior to the Exchange Offer Registration StatementFiling Date applicable thereto, or (iv) then, commencing on the Exchange Offer Registration Statement or day after any such Filing Date, Additional Interest shall accrue on the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales principal amount of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while at a Registration Default is continuing immediately following the occurrence rate of such Registration Default, by 0.25% per annumannum for the first 90 days immediately following such applicable Filing Date, and such interest Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or portion thereofprior to the Effectiveness Date applicable thereto or (B) while notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration Default and such Shelf Registration is continuing until all Registration Defaults have been curednot declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, up to then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a maximum 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 0.50each subsequent 90-day period; or
(iii) if (A) the Issuer has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 300th 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 (other than because of the sale of all of the Securities registered thereunder), then 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 commencing on the (x) 300th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective (other than because of the sale of all of the Securities registered thereunder), in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Securities may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 0.75% per annum. Upon ; provided, further, however, that (1) upon 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) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), this Section 4) or (3) upon the issuance exchange of the 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 (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Securities in respect of which such events relate as a result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three 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”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date June 30 and December 30 (to the holders of record Holder of Securities entitled to receive on June 15 and December 30 immediately preceding such dates), commencing with the interest payment to be paid on first such date as set forth 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 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Kronos International Inc)
Additional Interest. If (a) The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness Filing Date applicable thereto (i.e., 60 days after the “Effectiveness Target Issue Date”), ) or (iiiB) notwithstanding that the Company has consummated or will consummate the Exchange Offer Offer, the Company is required to be consummated hereunder file a Shelf Registration and such Shelf Registration is not filed on or prior to the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in Filing Date applicable thereto, then, commencing on the Exchange Offer within 45 days day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.50% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration Defaultapplicable Filing Date, by 0.25% per annum, and such interest Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or portion thereofprior to the Effectiveness Date applicable thereto (i.e., 120 days after the Issue Date) while or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration Default and such Shelf Registration is continuing until all Registration Defaults have been curednot declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, up to a maximum rate of 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 day after such -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
(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 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective 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 at a rate of 0.50% per annum for the first 90 days commencing on the (x) 46th day after such effective 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 rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; PROVIDED, HOWEVER, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.0% per annum. Upon ; PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Company shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each interest payment date January 1 and July 1 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on December 15 and June 15 immediately preceding such dates), commencing with the first such date as set forth in the Indenture. Each obligation to pay occurring after any such Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.commences to
Appears in 1 contract
Sources: Registration Rights Agreement (Big Flower Press Holdings Inc /Pred/)
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, 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 Issuer fails to file an Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for 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 effectiveness Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (the “Effectiveness Target Date”A), (iii) commencing on the Exchange Offer is required to be consummated hereunder and day after the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn Filing Date or, in the Exchange Offer within 45 days case of subclause (B), commencing on the 46th day following delivery of the Effectiveness Target 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 with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securitiessuch 45th day, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or portion thereofprior to the Effectiveness Date applicable thereto or (B) while notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration Default and such Shelf Registration is continuing until all Registration Defaults have been curednot declared effective by the Commission on or prior to the applicable Effectiveness Date, up to 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 maximum rate of 0.25% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of 0.50each subsequent 90-day period; and
(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 270th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registra- tion ceases to be effective at any time during the Effectiveness Period, then 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 commencing on the (x) 271st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Notes may not exceed in the aggregate 1.0% per annum. Upon ; provided further that (1) upon the filing of the Exchange Offer Registration Statement or the each Shelf Registration Statement(in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three 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 shall due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be paid by depositing with payable in cash semi-annually on each regular interest payment date specified in the Trustee, in trust, for the benefit of Indenture (to the Holders of Securities Registrable Notes of record on the regular record date therefor (other than Private Exchange Securitiesas specified in the Indenture) immediately preceding such dates), if issued) on or before commencing with the applicable semi-annual 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 first such regular interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on occurring after any such date as set forth in the Indenture. Each obligation to pay Additional Interest shall commences to accrue. The amount of Additional Interest will be deemed to accrue from and including the day following determined by multiplying the applicable Event Date.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. END
Appears in 1 contract
Additional Interest. If (a) The Company, the Guarantors and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company and the Guarantors fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors 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 neither the Issuer fails to file an Exchange Offer Registration Statement or nor the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein Filing Date, Additional Interest shall accrue on the Securities over and above the stated interest at a rate of 0.50% per annum for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration Default, by 0.25% per annumFiling Date, such interest Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or portion thereof) while a Registration Default is continuing until all Registration Defaults prior to the Effectiveness Date, then, commencing on the 151st day after the Issue Date, Additional Interest shall be accrued on the Securities included or that should have been cured, up to included in such Registration Statement over and above the stated interest at a maximum rate of Additional Interest of 0.50% per annum for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if either (A) the Company and the Guarantors have not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 190th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the 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 be accrued on the Securities(over and above any interest otherwise payable on the Securities) at a rate of 0.50% per annum on (x) the 191st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective without being declared effective within five business days in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective, in the case of (C) above, such Additional Interest rate increasing by an additional 0.50% per annum 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 Security that is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Security); PROVIDED, HOWEVER, that the Additional Interest rate on any affected Security may not exceed at any one time in the aggregate 2.0% per annum. Upon ; and PROVIDED, FURTHER, that (1) upon the filing of the Exchange Offer Registration Statement or the a Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentencethis Section 4(a)), (2) upon 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 sentencethis Section 4(a)), or (3) upon the issuance exchange 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 (iiiiii)(A) of the preceding sentencethis Section 4(a)), or (4) upon the effectiveness of the Exchange Offer 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 Statementthat had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the affected Securities as a result of such clause (or the relevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) The Company and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Guarantors shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”"EVENT DATE"). Any amounts of Addi- tional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each June 1 and December 1 (to the holders of record on the May 15 and November 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest shall commences to accrue. The amount of Additional Interest will be paid determined by depositing with multiplying the Trusteeapplicable 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 trustthe case of a partial month, for the benefit actual number of days elapsed) and the Holders denominator 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 shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Datewhich is 360.
Appears in 1 contract
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness Filing Date applicable thereto or (B) notwithstanding that the “Effectiveness Target Date”), (iii) Issuers have consummated or will consummate the Exchange Offer is Offer, the Issuers are required to be consummated hereunder file a Shelf Registration and such Shelf Registration is not filed on or prior to the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in Filing Date applicable thereto, then, commencing on the Exchange Offer within 45 days day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annumannum for the first 90 days immediately following such applicable Filing Date, and such interest Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or portion thereofprior to the Effectiveness Date applicable thereto or (B) while notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Default and such Shelf Registration is continuing until all Registration Defaults have been curednot declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, up to then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a maximum 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 0.50each subsequent 90-day 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 rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) to and including (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum. Upon ; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), this Section 4) or (3) upon the issuance exchange of the Exchange Securities in exchange Notes 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 (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue. Notwithstanding any other provision of this Section 4, the Company shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof. Each reference in this Indenture to payment of interest due with respect to any Note includes payment of any Additional Interest due with respect thereto.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three 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”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, in each case, semiannually on each interest payment date April 15 and October 15 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on April 1 and October 1 immediately preceding such dates), commencing with the first such date as set forth in the Indenture. Each obligation to pay occurring after any such Additional Interest shall commences to accrue. The amount of Additional Interest will be deemed to accrue from and including the day following determined by multiplying the applicable Event Date.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
Appears in 1 contract
Sources: Registration Rights Agreement (Heritage Property Investment Trust Inc)
Additional Interest. If (a) The Issuers and the Initial Purchaser agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or 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 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 date specified herein for Effectiveness Date applicable to such effectiveness (Shelf Registration, then, commencing on the “day after such Effectiveness Target Date”), (iii) Additional Interest shall accrue on the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Securities at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.5% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of day after such Registration DefaultEffectiveness Date, by 0.25% per annum, and such interest Additional Interest rate increasing shall increase by an additional 0.250.5% per annum at the beginning of each subsequent 90-day period period; or
(iii) if (A) the Issuers have not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or portion thereofprior to the 30th day after the Effectiveness Date or (B) while if applicable, a Shelf Registration Default is continuing until all has been declared effective and such Shelf Registration Defaults have been curedceases to be effective at any time during the Effectiveness Period, up to then Additional Interest shall accrue on the principal amount of the Securities at a maximum rate of 0.5% per annum for the first 90 days commencing on the (x) 31st day after the Effectiveness 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 rate shall increase by an additional 0.5% per annum at the beginning of 0.50each such subsequent 90-day period; PROVIDED, HOWEVER, that the Additional Interest rate on the Securities may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum. Upon ; PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the 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 (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Securities in respect of which such events relate as a result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”"EVENT DATE"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date May 15 and November 15 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on May 1 and November 1 immediately preceding such dates), commencing with the first such date as set forth 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 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Inn of the Mountain Gods Resorts & Casino)
Additional Interest. If (ia) The Issuers and the Issuer fails Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers fail to file an Exchange Offer Registration Statement fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the Shelf Registration Statement extent of such damages with respect precision. Accordingly, the Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Registrable Securities (other than "Additional Interest") under the Private Exchange Securities, 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) if issued) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness (the “Effectiveness Target Filing Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by Additional Interest shall accrue on the Registrable Securities (other than over and above the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to stated interest at a rate of .25% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration Default, by 0.25% per annumFiling Date, such interest Additional Interest rate increasing by an additional 0.25.25% per annum at the beginning of each subsequent 90-day period period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or portion thereof) while a Registration Default is continuing until all Registration Defaults prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been cured, up to included in such Registration Statement over and above the stated interest at a maximum rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of 0.50each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the 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 Registrable Securities (over and above the stated interest rate otherwise payable on the Registrable Securities) at a rate of .25% per annum for the first 90 days commenc- ing on the (x) 151st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration 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, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, that the Additional Interest rate on the Registrable Securities may not exceed at any one time in the aggregate 1.0% per annum. Upon ; and provided, further, that (1) upon the filing of the Exchange Offer Registration Statement or the a Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentencethis Section 4), (2) upon 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 sentencethis Section 4), or (3) upon the issuance exchange of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 Statementwhich had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but accrue. It is understood and agreed that, notwithstanding any accrued amount shall be payable) and the interest rate on the Securities shall revert provision to the original rate if contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement (regardless of whether a Blocking Period is in effect), no other Registration Default has occurred and is continuing. Additional Interest shall accrue on such Registrable Security.
(b) The Issuer Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). The Issuers shall pay the Additional Interest shall be paid due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securitiesthereof, if issued) on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then duedue to Holders of Registrable Securities. The Additional Interest amount due shall be payable on each interest payment such date to the record Holder of Registrable Securities entitled to receive on June 1 or December 1, as the case may be, immediately preceding such semi-annual interest payment to date (or the calendar date which would be paid 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 date as set forth 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 Indenturecase 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 shall be deemed to accrue from and including immediately following the day following occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, an Exchange Offer to be consummated or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. If (a) The Company and the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages and as the sole and exclusive remedy therefor, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below:
(i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer filed within 45 days following the Issue Date Additional Interest shall accrue on the Notes over and above the stated interest at a rate of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.50% per annum for the first 90-30 days commencing on the 46th day period (or portion thereof) while a Registration Default is continuing immediately following after the occurrence of such Registration Default, by 0.25% per annumIssue Date, such interest Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 9030-day period period; or
(ii) if the Exchange Offer Registration Statement or portion thereof) while a Shelf Registration Default Statement is continuing until all Registration Defaults have been curednot declared effective within 150 days following the Issue Date, up to a maximum rate of 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 commencing on the 151st day after the Issue Date such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period; or
(iii) if (A) the Company has not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 180 days after the Issue Date or (B) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of the Issue Date (unless all the Notes have been sold thereunder), then Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for the first 30 days commencing on (x) the 181st 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 the Exchange Offer Registration Statement ceases to be effective or usable for its intended purpose in the case of (B) above, or (z) the day such Shelf Registration Statement ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period; provided, however, that the Additional Interest rate on the Notes under clauses (i), (ii) or (iii) above, may not exceed in the aggregate 2.0% per annum. Upon ; and provided further, that (1) upon the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder Statement (in the case of clause (i) of the preceding sentenceabove), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as Statement (in the case may beof (ii) above), required hereunder or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iiiii)(A) 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 sentenceabove), or (4) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be remain effective (in the case of clause (iviii)(B) above), or upon the effectiveness of the preceding sentenceShelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(C) above), Additional Interest on the Notes as a result of the Registration Default described in such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Company shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). The Company shall pay the Additional Interest shall be paid due on the transfer restricted Notes by depositing with the Trusteepaying agent (which shall not be the Company for these purposes) for the transfer restricted Notes, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securitiesholders thereof, if issued) prior to 11:00 A.M. on or before the applicable semi-annual next interest payment datedate specified by the Indenture (or such other indenture), immediately available funds in sums sufficient to pay the Additional Interest then due. The Any amounts of Additional Interest due shall pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Notes in cash semi-annually on each interest payment date specified by the Indenture (or such other indenture) to the record Holder of Securities holders entitled to receive the interest payment to be paid made on such date, commencing with the first such date as set forth occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Notes 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Mentus Media Corp)
Additional Interest. If (a) The Company and the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligation under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication):
(i) if neither the Issuer fails to file an Exchange Offer Registration Statement or nor the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein Filing Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration Default, by 0.25% per annumFiling Date, such interest Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or portion thereof) while a Registration Default is continuing until all Registration Defaults prior to the Effectiveness Date, then, commencing on the 136th day after the Issue Date, Additional Interest shall be accrued on the Notes included or that should have been cured, up to included in such Registration Statement over and above the stated interest at a maximum rate of Additional Interest of 0.50% per annum for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if either (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 180th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the 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 be accrued on the Notes (over and above any interest otherwise payable on the Notes) at a rate of 0.50% per annum on (x) the 181st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective without being declared effective within five business days in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective, in the case of (C) above, such Additional Interest rate increasing by an additional 0.50% per annum 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 is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note); provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregate 2.0% per annum. Upon ; and provided, further, that (1) upon the filing of the Exchange Offer Registration Statement or the a Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentencethis Section 4(a)), (2) upon 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 sentencethis Section 4(a)), or (3) upon the issuance exchange of Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4(a)), or (4) upon the effectiveness of the Exchange Offer 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 Statementthat 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, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Company shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each interest payment date December 31 and June 30 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on December 15 and June 15 immediately preceding such dates), commencing with the first such date as set forth 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 consisting of twelve 30-day months and, in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed) and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Systems Applications International Inc)
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness Filing Date applicable thereto or (B) notwithstanding that the “Effectiveness Target Date”), (iii) Company has consummated or will consummate the Exchange Offer Offer, the Company is required to be consummated hereunder file a Shelf Registration and such Shelf Registration is not filed on or prior to the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in Filing Date applicable thereto, then, commencing on the Exchange Offer within 45 days day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annumannum for the first 90 days immediately following such applicable Filing Date, and such interest Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or portion thereofprior to the Effectiveness Date applicable thereto or (B) while notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Default and such Shelf Registration is continuing until all Registration Defaults have been curednot declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, up to then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a maximum 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 0.50each subsequent 90-day period; or
(iii) if (A) the Company has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 210th day after the Issue Date (unless such date is not a Business Day, then the next succeeding Business Day) 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 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 rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum. Upon ; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), this Section 4) or (3) upon the issuance exchange of the 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 (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue. Notwithstanding any other provision of this Section 4, the Issuers shall (but any accrued amount shall i) pay Additional Interest only on Registrable Securities and (ii) not be payableobligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Issuer Issuers shall notify the Trustee within three 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”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date February 1 and August 1 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on January 15 and July 15 immediately preceding such dates), commencing with the first such date as set forth 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 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Davis-Standard CORP)
Additional Interest. If (ia) The Company and each Guarantor acknowledges and agrees that the Issuer Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to file an Exchange Offer Registration Statement fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the Shelf Registration Statement extent of such damages with respect precision. Accordingly, the Company and the Guarantor agree to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein extent set forth below (each such event referred to described in clauses (i) through (iviii) abovebelow, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to ” and each of which no additional amounts shall be payable under this Section 2(e)given independent effect):
(i) as to which if the Registration Default exists shall be increased (the “Additional Interest”), with respect Exchange Offer has not been Consummated on or prior to the Consummation Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of $0.05 per week per $1,000 principal amount of such Notes for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration Default, by 0.25% per annumConsummation Date, such interest Additional Interest rate increasing by an additional 0.25% $0.05 per annum week per $1,000 principal amount of such Notes at the beginning of each subsequent 90-day period period;
(ii) if the Initial Shelf Registration or portion thereofShelf Registration, as applicable, is not declared effective on or prior to the Initial Shelf Effectiveness Date or Shelf Effectiveness Date, as applicable, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of $0.05 per week per $1,000 principal amount of such Notes for the first 90 days immediately following the Initial Shelf Effectiveness Date or Shelf Effectiveness Date, as applicable, such Additional Interest rate increasing by an additional $0.05 per week per $1,000 principal amount of such Notes at the beginning of each subsequent 90-day period;
(iii) while if a Shelf Registration Default is continuing until has been declared effective and (A) such Shelf Registration ceases to be effective at any time prior to the second anniversary of its effective date (other than such time as all Registration Defaults Notes have been cureddisposed of thereunder or a valid notice to suspend the use of the Prospectus is issued pursuant to Section 3(e)) and is not declared effective again within 30 days, up or (B) the Company issues a valid notice to suspend the use of the Prospectus included in any Shelf Registration Statement and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 90 days, then, Additional Interest shall accrue on the Shelf Notes, over and above any stated interest, at a maximum rate of Additional Interest $0.05 per week per $1,000 principal amount of 0.50% per annum. Upon such Shelf Notes commencing on (1x) the filing of the Exchange Offer Registration Statement or the 31st day in which such Shelf Registration Statementceases to be effective, as in the case may beof (A) above and (y) the 91st day of suspension, required hereunder (in the case of clause (B) above, such Additional Interest rate increasing by an additional $0.05 per week per $1,000 principal amount of such Notes at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate $0.20 per week per $1,000 principal amount of such Notes; and provided further, that (1) upon Consummation of the Exchange Offer (in the case of (i) of the preceding sentenceabove), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Initial Shelf Registration Statementor Shelf Registration, as the case may be, required hereunder applicable (in the case of clause (ii) of the preceding sentence), above) or (3) upon the issuance effectiveness 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 Shelf Registration that had ceased to remain effective (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 be effective (in the case of clause (iv) of the preceding sentenceabove), Additional Interest on the Notes or the Shelf Notes, as applicable, as a result of the Registration Default described in such clause (or the relevant subclause thereof) shall cease to accrue accrue. Notwithstanding the foregoing, (but any accrued x) the amount of Additional Interest payable shall be payable) and the interest rate on the Securities shall revert to the original rate if no other not increase because more than one Registration Default has occurred and is continuingpending, and (y) Additional Interest shall be payable for Registration Defaults related to a failure of the Company to cause a Shelf Registration Statement to be declared effective only to Holders of Shelf Notes. Additional Interest pursuant to this Section 4 constitutes liquidated damages with respect to a Registration Default and shall be the exclusive monetary remedy available to the Holders with respect to a Registration Default.
(b) The Issuer Company shall notify the Trustee within three five Business Days 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”)paid. Any accrued amounts of Additional Interest shall due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be paid by depositing payable in cash in arrears, 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 Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securities, if issued) on or before the applicable first such semi-annual interest payment date, immediately available funds in sums sufficient to pay the date occurring after any such Additional Interest then due. The Additional Interest due shall be payable on each interest payment date commences to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Dateaccrue.
Appears in 1 contract
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not declared effective by the SEC required to be filed pursuant to Section 2(c)(iv) has been filed on or prior to the date specified herein for such effectiveness applicable Filing Date or (B) notwithstanding that the “Effectiveness Target Date”), (iii) Issuers have consummated or will consummate the Exchange Offer is Offer, the Issuers are required to be consummated hereunder file a Shelf Registration and such Shelf Registration is not filed on or prior to the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in Filing Date applicable thereto, then, commencing on the Exchange Offer within 45 days day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.25% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration Default, by 0.25% per annumFiling Date, such interest Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period period;
(ii) if (A) neither the Exchange Offer Registration Statement nor the initial Shelf Registration is declared effective by the SEC on or portion thereofprior to the Effectiveness Date or (B) while notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Default and such Shelf Registration is continuing until not declared effective by the SEC on or prior to the Effectiveness Date then, commencing on the day after the applicable 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 each such Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if either (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Defaults Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Issue Date (other than after such time as all Notes have been cureddisposed of thereunder), up then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on (x) the 91st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to a maximum be effective, in the case of (B) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the 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 at no time shall the aggregate amount of Additional Interest of 0.50accruing exceed at any one time in the aggregate 1.5% per annum. Upon ; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or the a Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentencethis Section 4(a)), (2) upon 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 sentencethis Section 4(a)), (3) upon the issuance exchange 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 (iiiiii)(A) of the preceding sentencethis Section 4(a)), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each Interest Payment Date (as defined in the Indenture). The amount of Additional Interest will be determined by multiplying the applicable 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. No Additional Interest shall be paid by depositing accrue with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange respect to Notes that are not Registrable 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 shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Sources: Registration Rights Agreement (Aerojet Ordnance Tennessee Inc)
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, 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 Issuer fails to file an Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for 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 effectiveness Shelf Registration is not filed on or prior to the 75th day after delivery of the Shelf Notice, then, in the case of subclause (the “Effectiveness Target Date”A), (iii) commencing on the Exchange Offer is required to be consummated hereunder and day after the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn Filing Date or, in the Exchange Offer within 45 days case of subclause (B), commencing on the 76th day following delivery of the Effectiveness Target 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 with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securitiessuch 75th day, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or portion thereofprior to the Effectiveness Date applicable thereto or (B) while notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration Default and such Shelf Registration is continuing until all Registration Defaults have been curednot declared effective by the Commission on or prior to the Effectiveness Date, up to a maximum rate of 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 day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 35 days af- ter 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 (C) 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 Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 36th day after such effective date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Notes -------- ------- may not exceed in the aggregate 2.0% per annum. Upon ; provided further that (1) upon -------- ------- the filing of the Exchange Offer Registration Statement or the each Shelf Registration Statement(in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) 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 (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional ---------- Interest shall due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be paid by depositing with payable in cash semi-annually on each regular interest payment date specified in the Trustee, in trust, for the benefit of Indenture (to the Holders of Securities Registrable Notes of record on the regular record date therefor (other than Private Exchange Securitiesas specified in the Indenture) immediately preceding such dates), if issued) on or before commencing with the applicable semi-annual 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 first such regular interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on occurring after any such date as set forth in the Indenture. Each obligation to pay Additional Interest shall commences to accrue. The amount of Additional Interest will be deemed to accrue from and including the day following determined by multiplying the applicable Event DateAdditional 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.
Appears in 1 contract
Additional Interest. If (ia) The Company and the Issuer Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails to file an Exchange Offer Registration Statement fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the Shelf Registration Statement extent of such damages with respect precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities (other than "Additional Interest") under the Private circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative):
(A) if neither the Exchange Securities, if issued) Registration Statement nor the Initial Shelf Registration Statement has been filed on or before prior to the date specified herein 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 Statement and such Shelf Registration Statement is not filed on or prior to the Filing Date applicable thereto, 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 applicable Filing Date, such filing, Additional Interest rate increasing by an additional .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 Statement is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified herein for Effectiveness Date in respect of such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Shelf Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to Additional Interest shall be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by accrued on the Registrable Securities (other than included or which should have been included in such Registration Statement over and above the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to stated interest at a rate of .25% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration Default, by 0.25% per annumday after the Effectiveness Date, such interest Additional Interest rate increasing by an additional 0.25.25% per annum at the beginning of each subsequent 90-day period period; and
(iii) if (A) the Company has not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or portion thereofprior to the Consummation Date or (B) while 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 Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than during a Registration Default is continuing until all Registration Defaults have been curedBlack Out Period), up to then Additional Interest shall be accrued on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a maximum rate of .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 the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration Statement ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of 0.50each such subsequent 90-day period; 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. Upon ; and provided, further, that (1) upon the filing of the Exchange Offer Registration Statement or the a Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (i) of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 StatementStatement which had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). The Company shall pay the Additional Interest shall be paid due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securitiesthereof, if issued) on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then duedue 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 paid made on such date as set forth in the Indenture. 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 rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and, the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue from and including immediately following the day following occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration Statement or Exchange Offer to be filed or declared effective, or a Shelf Registration Statement to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. If (a) The Issuers and the Initial Purchaser agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or 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 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 date specified herein for which is 100 days from the date such effectiveness (Shelf Registration was filed, then, commencing on the “Effectiveness Target Date”)day after such required effective date, (iii) Additional Interest shall accrue on the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.50% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration Default-11- date, by 0.25% per annum, and such interest Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or portion thereofprior to the 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) while if applicable, a Shelf Registration Default has been declared effective and such Shelf Registration ceases to be effective at any time it is continuing until all Registration Defaults have been curedrequired to be kept effective during the Effectiveness Period, up to a maximum rate of then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 46th day after such effective 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 rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.0% per annum. Upon ; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the applicable Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date July 15 and January 15 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on July 1 and January 1 immediately preceding such dates), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, 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) (a "Registration Default"):
(i) if (A) neither the Issuer fails to file an Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for 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 effectiveness Shelf Registration is not filed on or prior to the 30th day after delivery of the Shelf Notice, then, in the case of subclause (the “Effectiveness Target Date”A), (iii) commencing on the Exchange Offer is required to be consummated hereunder and day after the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn Filing Date or, in the Exchange Offer within 45 days case of subclause (B), commencing on the 31st day following delivery of the Effectiveness Target 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 with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securitiessuch 30th day, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period (or portion thereof) while during which a Registration Default remains uncured;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is continuing until all declared effective on or prior to the Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration Defaults have been curedand such Shelf Registration is not declared effective by the Commission on or prior to the 90th day following the date such Shelf Registration was required to be filed, up then, in the case of subclause (A), commencing on the day after such Effectiveness Date or, in the case of subclause (B), commencing on the 91st day following the date such Shelf Registration was required to a maximum rate of be filed, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum. Upon (1) annum for the filing of first 90 days immediately following the Exchange Offer Registration Statement day after the Effectiveness Date or the Shelf Registration Statementsuch 91st day, as the case may be, required hereunder such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period during which a Registration Default remains uncured; and
(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 60 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 (C) 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 Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 61st day after such effective date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period during which a Registration Default remains uncured; provided, however, that the Additional Interest rate on the Registrable Notes -------- ------- may not exceed in the aggregate 2.0% per annum; provided further that (1) upon -------- ------- the filing of the Exchange Registration Statement or each Shelf Registration (in the case of clause (i) of the preceding sentenceabove), (2) upon the effectiveness of the Exchange Offer Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration Statementwhich had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional ---------- Interest shall due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be paid by depositing with payable in cash semi-annually on each regular interest payment date specified in the Trustee, in trust, for the benefit of Indenture (to the Holders of Securities Registrable Notes of record on the regular record date therefor (other than Private Exchange Securitiesspecified in the Indenture) immediately preceding such dates), if issued) on or before commencing with the applicable semi-annual 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 first such regular interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on occurring after any such date as set forth in the Indenture. Each obligation to pay Additional Interest shall commences to accrue. The amount of Additional Interest will be deemed to accrue from and including the day following determined by multiplying the applicable Event DateAdditional 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 365.
Appears in 1 contract
Additional Interest. If (a) The Company acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional cash interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if neither the Issuer fails to file an Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement has been filed with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified herein for such effectiveness (Filing Date, Additional Interest shall accrue on the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder Notes over and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days above any stated interest at a rate of 0.25% per annum of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales principal amount of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to Notes for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration Default, by 0.25% per annumFiling Date, such interest Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or portion thereofprior to the Effectiveness Date or (B) while notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Subsequent Shelf Registration Default and such Subsequent Shelf Registration is continuing until all not declared effective on or prior to the later of (x) the 90th day following the date such Subsequent Shelf Registration Defaults have been curedwas filed and (y) the Effectiveness Date, up to Additional Interest shall accrue on the Notes over and above any stated interest at a maximum 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 of 0.50rate increasing by an additional 0.25% per annum. Upon annum at the beginning of each subsequent 90-day period;
(1iii) if (A) the filing 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 45th day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Issue Date (other than during a Blackout Period or after such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Company issues a written notice pursuant to Section 6(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 60 days in the aggregate, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 46th day after the Effectiveness Date, in the case of (A) above, or (x) the date the Shelf Registration StatementStatement ceases to be effective without being declared effective again within 30 days, as the case may be, required hereunder (in the case of clause (B) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) of the preceding sentenceabove), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Statement, Initial Shelf Registration Statementor Subsequent Shelf Registration, as the case may be, required hereunder be (in the case of clause (ii) of the preceding sentenceabove), or (3) upon the issuance exchange of Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentenceabove), or (4) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which that had ceased to be remain effective (in the case of clause (iviii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the preceding sentencecase of (iii)(C) above), Additional Interest on the Notes as a result of the Registration Default described in such clause (or the relevant subclause thereof), or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Company shall notify the Trustee within three 3 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest shall due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be paid by depositing 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 Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securities, if issued) on or before the applicable first such semi-annual interest payment datedate 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, immediately available funds 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 sums sufficient to pay the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
(c) The parties hereto agree that the Additional Interest then due. The Additional Interest due shall provided for in this Section 4 constitutes the sole damages that will be payable on each interest payment date to suffered by, and an adequate remedy for, Holders of Registrable Notes by reason of the record Holder occurrence of Securities entitled to receive any of the interest payment to be paid on such date as set forth events described in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event DateSection 4(a) above.
Appears in 1 contract
Sources: Registration Rights Agreement (Viskase Companies Inc)
Additional Interest. If (a) The Issuers and the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, each 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 Issuer fails to file an Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for 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 effectiveness Shelf Registration is not filed on or prior to the 90th day after delivery of the Shelf Notice, then, in the case of subclause (the “Effectiveness Target Date”A), (iii) commencing on the Exchange Offer is required to be consummated hereunder and day after the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn Filing Date or, in the Exchange Offer within 45 days case of subclause (B), commencing on the 91st day following delivery of the Effectiveness Target 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 with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securitiessuch 90th day, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or portion thereofprior to the Effectiveness Date applicable thereto or (B) while notwithstanding that the Issuers have consummated or will consummate an Registered Exchange Offer, the Issuers are required to file a Shelf Registration Default and such Shelf Registration is continuing until all Registration Defaults have been curednot declared effective by the Commission on or prior to the applicable Effectiveness Date, up to 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 maximum rate of 0.25% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of 0.50each subsequent 90-day period; and
(iii) 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 on or prior to the 270th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of the Registered Exchange Offer or (C) 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 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) 270th day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Notes may not exceed in the aggregate 1.0% per annum. Upon ; provided further that if more than one of the foregoing 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 Offer Registration Statement or the each Shelf Registration Statement(in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Registered Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three 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 shall due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be paid by depositing with payable in cash on each regular interest payment date specified in the Trustee, in trust, for the benefit of Indenture (to the Holders of Securities Registrable Notes of record on the regular record date therefor (other than Private Exchange Securitiesas specified in the Indenture) immediately preceding such dates), if issued) on or before commencing with the applicable semi-annual 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 first such regular interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on occurring after any such date as set forth in the Indenture. Each obligation to pay 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) Additional Interest pursuant to this Section 4 shall be deemed the sole and exclusive remedy for any failure by the Issuers to accrue from comply with Sections 2, 3 and including the day following the applicable Event Date5 hereof.
Appears in 1 contract
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or 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 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 date specified herein for Effectiveness Date applicable to such effectiveness (Shelf Registration, then, commencing on the “day after such Effectiveness Target Date”), (iii) Additional Interest shall accrue on the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Registrable Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the $0.05 per week per $1,000 principal amount of Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to Notes for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of day after such Registration DefaultEffectiveness Date, by 0.25% per annum, and such interest Additional Interest rate increasing shall increase by an additional 0.25% $0.05 per annum week per $1,000 principal amount of Registrable Notes at the beginning of each subsequent 90-day period period; or
(or portion thereofiii) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 0.50% per annum. Upon if (1A) the filing Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day after the effectiveness of the Exchange Offer Registration Statement or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Shelf Effectiveness Period, then 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 commencing on the (x) the day following the 30th Business Day after the effectiveness of the Exchange Offer Registration Statement, as 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 rate shall increase by an additional $0.05 per week per $1,000 principal amount of Registrable Notes at the beginning of each such subsequent 90-day period; provided, however, that (1) Additional Interest on the Registrable Notes may benot accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate $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 the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall accrue. A Holder will not be payable) and the interest rate entitled to Additional Interest on the Securities shall revert account of a registration default that results solely from such Holder's failure to provide to the original rate if no other Issuers, within the timeframe specified in Section 3(d) hereof, all information to be included in the Shelf Registration Default has occurred and is continuing. Statement in accordance with Section 5 hereof.
(b) The Issuer Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”"EVENT DATE"). Any amounts of Additional Interest due pursuant to clause (a) of this Section 4 will be payable in cash semiannually on each February 15 and August 15 (to the holders of record on February 1 and August 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined based on a year made up of 360 days consisting of twelve 30-day months. No Additional Interest shall be paid by depositing accrue 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 respect to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event DateNotes that are not Registrable Notes.
Appears in 1 contract
Sources: Registration Rights Agreement (Emergency Medical Services CORP)
Additional Interest. If (i) on or prior to 60 days following the Issuer fails to file an date of original issuance of the Registrable Preferred Securities the Exchange Offer Registration Statement Statement, or the Shelf Registration Statement in the event that (A) the Exchange Offer, or the making of any exchange by a 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 Registrable Securities 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, (other than C) such Exchange Offer will result in a "Tax Event" as defined in the Private 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 SecuritiesOffer, if issuedhas not been filed with the Commission, or (ii) on or before prior to the date specified herein for 120th day following the issuance of the Registrable Preferred Securities such filing, (ii) the Exchange Offer Registration Statement is not declared effective, or (iii) on or prior to the 180th day following the issuance of the Registrable Preferred Securities the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”each, a "Registration Default"), additional interest (iii"Registration Penalty") will accrue on the Exchange Offer is required to be consummated hereunder and Debentures and, accordingly, additional Distributions will accrue on the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Preferred Securities, as the in each case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 0.50% 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following such Registration Default. A Registration Penalty will be paid semi-annually in arrears, with the applicable Event Datefirst semi-annual payment due on the first interest or distribution payment date, as applicable, following the date on which such Registration Penalty begins to accrue, and 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, as applicable. Such Registration Penalty will cease to accrue on the date on which the Exchange Offer is consummated or the Shelf Registration Statement is declared effective by the Commission, as applicable. In the event that a Shelf Registration Statement is filed and declared effective, but subsequently ceases to be effective during the Effectiveness Period for more than 90 days, whether or not consecutive, during any 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 pursuant to the provisions of the Registration Rights Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (Bankunited Financial Corp)
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, 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 Issuer fails to file an Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for 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 effectiveness Shelf Registration is not filed on or prior to the 75th day after delivery of the Shelf Notice, then, in the case of subclause (the “Effectiveness Target Date”A), (iii) commencing on the Exchange Offer is required to be consummated hereunder and day after the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn Filing Date or, in the Exchange Offer within 45 days case of subclause (B), commencing on the 76th day following delivery of the Effectiveness Target 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 with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securitiessuch 75th day, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest Interest rate increasing by an additional 0.25% per annum of such average Accreted Value at the beginning of each subsequent 90-day period period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or portion thereofprior to the Effectiveness Date applicable thereto or (B) while notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration Default and such Shelf Registration is continuing until all Registration Defaults have been curednot declared effective by the Commission on or prior to the Effectiveness Date, up to a maximum rate of 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. Upon annum of such average Accreted Value for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum of such average Accreted Value at the beginning of each subsequent 90-day period; and
(1iii) if (A) the filing Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 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 (C) 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 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 commencing on the (x) 36th day after such effective date in the case of (A) above or (y) the day such Exchange Registration Statement or the Shelf Registration Statementceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.25% per annum of such average Accreted Value at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Notes -------- ------- may not exceed in the aggregate 2.0% per annum of the 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) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) 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 (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of ---------- Additional Interest shall due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be paid by depositing with the Trustee, payable in trust, for the benefit of cash semi-annually on each March 15 and September 15 (to the Holders of Securities (other than Private Exchange SecuritiesRegistrable Notes of record on March 1 and September 1 immediately preceding such dates), if issued) on or before commencing with the first such payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The rate by the applicable average Accreted Value of the Notes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest due shall be payable rate was applicable during such period (determined on each interest payment date to the record Holder basis of Securities entitled to receive a 360-day year comprised of twelve 30-day months), and the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Muzak Holdings Finance Corp)
Additional Interest. If (ia) The Company and the Issuer Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails to file an Exchange Offer Registration Statement fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the Shelf Registration Statement extent of such damages with respect precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities (other than "Additional Interest") under the Private Exchange Securities, circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative):
(i) if issued) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness (the “Effectiveness Target Filing Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by Additional Interest shall accrue on the Registrable Securities (other than over and above the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to stated interest at a rate of .25% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration Default, by 0.25% per annumFiling Date, such interest Additional Interest rate increasing by an additional 0.25.25% per annum at the beginning of each subsequent 90-day period period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or portion thereof) while a Registration Default is continuing until all Registration Defaults prior to the Effectiveness Date, Additional Interest shall be accrued on the Registrable Securities included or which should have been cured, up to included in such Registration Statement over and above the stated interest at a maximum rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of 0.50each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the 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 be accrued on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .25% per annum for the first 90 days commencing on the (x) 166th day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration 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, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; 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. Upon ; and provided, further, that (1) upon the filing of the Exchange Offer Registration -------- ------- Statement or the a Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentencethis Section 4), (2) upon 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 sentencethis Section 4), or (3) upon the issuance exchange of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 Statementwhich had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but accrue. It being understood and agreed that, notwithstanding any accrued amount shall be payable) and the interest rate on the Securities shall revert provision to the original rate if contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no other Registration Default has occurred and is continuing. Additional Interest shall accrue on such Registrable Security.
(b) The Issuer Company shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). The Company shall pay the Additional Interest shall be paid due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securitiesthereof, if issued) on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then duedue 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 paid made on such date as set forth in the Indenture. 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 rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and, the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue from and including immediately following the day following occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Pen Tab Industries Inc)
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders of Registerable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers 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 Issuer fails to file an Exchange Offer Registration Statement or Holders of a majority of Registrable Notes from seeking specific performance of the Shelf Registration Statement Issuers’ obligations with respect to the Registrable Securities such matters):
(other than the Private Exchange Securities, i) if issued(A) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by has been filed with the SEC on or prior to the date specified herein for such effectiveness that is 180 days after the Issue Date or (B) notwithstanding that the “Effectiveness Target Date”), (iii) Issuers have consummated or will consummate the Exchange Offer is Offer, the Issuers are required to be consummated hereunder file a Shelf Registration and such Shelf Registration is not filed on or prior to the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in Filing Date applicable thereto, then, commencing on the Exchange Offer within 45 days day after such 180th day or such Filing Date, Additional Interest shall accrue on the principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Securities at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annumannum for the first 90 days immediately following each such Filing Date, and such interest Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or portion thereofprior to the date that is 270 days after the Issue Date or (B) while notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Default and such Shelf Registration is continuing until not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such 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
(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 295th day after the Issue Date or (B) if applicable, a Shelf Registration Defaults has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Issue Date (other than after such time as all Notes have been cureddisposed of thereunder or all Notes are eligible to be sold pursuant to Rule 144(k)), up then Additional Interest shall accrue on the principal amount of the 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 such Shelf Registration ceases to a maximum be effective, in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate amount of Additional Interest of 0.50accruing exceed in the aggregate 1.00% per annum. Upon ; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (iia)(ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the applicable Exchange Securities in exchange Notes 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 (iiia)(iii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer applicable Shelf Registration Statement 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 Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased shall cease to be effective (in accrue; provided, further, however, that notwithstanding the case foregoing provisions of clause (iv) of the preceding sentencethis Section 4(a), Additional Interest shall not be payable if effectiveness of a Shelf Registration ceased solely as a result of (i) the filing of a post-effective amendment to such Shelf Registration Default to incorporate annual audited financial information with respect to 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 related prospectus or (ii) other material events, with respect to the Issuers that would need to be described in such clause shall cease Shelf Registration Statement or related prospectus and the Issuers are proceeding promptly and in good faith to accrue (but amend or supplement such Shelf Registration or related prospectus to describe such events; provided, that in any accrued amount case if such a Shelf Registration is not declared effective on the thirtieth day after effectiveness ceased, Additional Interest shall be payablepayable from the day following such 30-day period until the date on which such Shelf Registration is declared effective.
(b) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date March 15 and September 15 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on March 1 and September 1 immediately preceding such dates), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Hughes Electronics Corp)
Additional Interest. If (ia) The Issuers and the Issuer fails Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers fail to file an Exchange Offer Registration Statement fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the Shelf Registration Statement extent of such damages with respect precision. Accordingly, the Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Registrable Securities (other than "Additional Interest") under the Private Exchange Securities, 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) if issued) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness (the “Effectiveness Target Filing Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by Additional Interest shall accrue on the Registrable Securities (other than over and above the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to stated interest at a rate of .25% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration Default, by 0.25% per annumFiling Date, such interest Additional Interest rate increasing by an additional 0.25.25% per annum at the beginning of each subsequent 90-day period period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or portion thereof) while a Registration Default is continuing until all Registration Defaults prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been cured, up to included in such Registration Statement over and above the stated interest at a maximum rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of 0.50each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the 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 Registrable Securities (over and above the stated interest rate otherwise payable on the Registrable Securities) at a rate of .25% per annum for the first 90 days commencing on the (x) 151st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration 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, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; 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. Upon ; and provided, further, that (1) upon the filing of the Exchange Offer Registration -------- ------- Statement or the a Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentencethis Section 4), (2) upon 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 sentencethis Section 4), or (3) upon the issuance exchange of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 Statementwhich had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but accrue. It is understood and agreed that, notwithstanding any accrued amount shall be payable) and the interest rate on the Securities shall revert provision to the original rate if contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement (regardless of whether a Blocking Period is in effect), no other Registration Default has occurred and is continuing. Additional Interest shall accrue on such Registrable Security.
(b) The Issuer Company shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). The Issuers shall pay the Additional Interest shall be paid due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securitiesthereof, if issued) on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then duedue to Holders of Registrable Securities. The Additional Interest amount due shall be payable on each interest payment such date to the record Holder of Registrable Securities entitled to receive on the April 15 or October 15, as the case may be, immediately preceding such semi-annual interest payment to date (or the calendar date which would be paid a semi-annual interest payment date if cash interest were then payable on the Registrable Securities). The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount at maturity of the affected Registrable Securities of such date as set forth 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 Indenturecase 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 shall be deemed to accrue from and including immediately following the day following occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, an Exchange Offer to be consummated or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. If (a) The Issuers and the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers 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 neither the Issuer fails to file an Exchange Offer Registration Statement or nor the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein Filing Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration Default, by 0.25% per annumFiling Date, such interest Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or portion thereof) while a Registration Default is continuing until all Registration Defaults prior to the Effectiveness Date, then, commencing on the 121st day after the Issue Date, Additional Interest shall be accrued on the Notes included or that should have been cured, up to included in such Registration Statement over and above the stated interest at a maximum rate of Additional Interest of 0.50% per annum. Upon annum for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 150th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the 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 be accrued on the Notes (over and above any interest otherwise payable on the Notes) at a rate of 0.50% per annum on (x) the 151st day after such effective date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective without being declared effective within five business days in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective, in the case of (C) above, such Additional Interest rate increasing by an additional 0.50% per annum 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 is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note);
(1) upon the filing of the Exchange Offer Registration Statement or the a ------- Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentencethis Section 4(a)), (2) upon 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 sentencethis Section 4(a)), or (3) upon the issuance exchange of Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4(a)), or (4) upon the effectiveness of the Exchange Offer 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 Statementthat 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, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional ---------- Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each January 15 and July 15 (to the holders of record on the close of business on the January 1 and July 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest shall commences to accrue. The amount of Additional Interest will be paid determined by depositing with multiplying the Trusteeapplicable 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 trustthe case of a partial month, for the benefit actual number of days elapsed) and the Holders denominator 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 shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Datewhich is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Cambridge Industries Inc /De)
Additional Interest. If (a) The Issuers and the Initial Purchaser agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if neither (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (iix) the Exchange Offer Registration Statement or is completed, nor (y) if required, the Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”)effective, (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities within, in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 each case, 360 days of the Effectiveness Target Date with respect to consummation of the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”)Contribution, then the interest rate borne by Additional Interest shall accrue on the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while Notes at a Registration Default is continuing immediately following the occurrence rate of such Registration Default, by 0.25% per annum, annum of the average Accreted Value (during such interest rate 90 day period) of such Registrable Notes for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum of the average Accreted Value (for each such subsequent period) at the beginning of each subsequent 90-day period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the average Accreted Value of such Registrable Notes; or
(ii) notwithstanding that the Issuers have consummated or portion thereofwill consummate an Exchange Offer, if the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a) while hereof, then Additional Interest shall accrue on the Registrable Notes at a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of 0.25% per annum of the average Accreted Value (during such 90 day period) of such Registrable Notes for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum of the average Accreted Value (for each such subsequent period) of such Registrable Notes at the beginning of each subsequent 90-day period thereafter; provided that Additional Interest of 0.50in the aggregate under this Section 4 may not exceed 1.00% per annum. Upon annum of the average Accreted Value of such Registrable Notes; or
(iii) if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than the number of days permitted by the second paragraph of Section 3(a) hereof, then commencing on the first day following the date on which such Shelf Registration Statement ceases to be effective that exceeds the number of days permitted by the second paragraph of Section 3(a) hereof, Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum of the average Accreted Value (during such 90 day period) 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 be effective and increasing by an additional 0.25% per annum of the average Accreted Value (for each such subsequent period) of such Registrable Notes at the beginning of each subsequent 90-day period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the of the average Accreted Value (for such period) of such Registrable Notes; provided, however, that upon (1) the filing completion of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause paragraph (i) of the preceding sentenceabove), (2) the effectiveness of the Exchange Offer Shelf Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause paragraph (ii) of the preceding sentence), above) and (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 Shelf Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be remain effective (in the case of clause paragraph (iviii) of the preceding sentenceabove), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Company shall notify the Trustee within three one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid or added to Accreted Value (an “Event Date”) and within one Business Day after such Additional Interest ceases to accrue. Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be (i) if such Additional Interest accrued on or prior to the Full Accretion Date, at the option of the Issuers, either (x) added to the Accreted Value of each applicable Note or (y) paid in cash and (ii) if after the Full Accretion Date, paid in cash, in either case semiannually on each February 1 and August 1 (to the holders of record on the January 15 and July 15 immediately preceding such dates), commencing with the first such 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 average Accreted Value of the Registrable Notes during such period, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 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. Prior to the interest payment date on which the Additional Interest is required to be paid, the Issuers shall determine the amount of Additional Interest and, at that time, notify the Trustee of such amount and whether the Additional Interest shall be paid 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 shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Datecash.
Appears in 1 contract
Additional Interest. If (ia) The Issuers and the Issuer fails Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers fail to file an Exchange Offer Registration Statement fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the Shelf Registration Statement extent of such damages with respect precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities (other than "Additional Interest") under the Private circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative):
(i) if the Exchange Securities, if issued) Registration Statement has not been filed on or before prior to the Filing Date or the Initial Shelf Registration has not been filed on or prior to the date specified herein 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 filingrequired 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 Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified herein for such effectiveness (Effectiveness Date or the “Effectiveness Target Date”), (iii) the Exchange Offer Initial Shelf Registration is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect declared effective on or prior to the Exchange Offer Registration Statement135th day after filing thereof, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by Additional Interest shall accrue on the Registrable Securities (other than included or which should have been included in such Registration Statement over and above the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to stated interest at a rate of 25 basis points per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration Default, by 0.25% per annumday after the Effectiveness Date, such interest Additional Interest rate increasing by an additional 0.25% 25 basis points per annum at the beginning of each subsequent 90-day period period; and
(iii) 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 on or portion thereofprior to the Consummation Date (including by reason of the Exchange Registration Statement ceasing to be effective) while or (B) if applicable, the 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 be accrued on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of 25 basis points per annum for the first 90 days commencing on the (x) 165th 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, such Additional Interest rate increasing by an additional 25 basis points per annum at the beginning of 0.50% each such subsequent 90-day period; 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. Upon ; and provided, further, that (1) upon the filing of the Exchange Offer Registration Statement or the a Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ia)(i) of the preceding sentencethis Section 4), (2) upon 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 (iia)(ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiia)(iii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be remain effective (in the case of clause (iva)(iii)(B) of the preceding sentencethis Section 4), Additional Interest on the Registrable Securities as a result of the Registration Default described in 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 Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue (but on such Registrable Security. Payment of any accrued amount Additional Interest shall be payable) subject to Section 9 and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. penultimate paragraph of Section 5.
(b) The Issuer Issuers shall notify the Trustee within three 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”"). The Issuers shall pay the Additional Interest shall be paid due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securitiesthereof, if issued) on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then duedue 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 paid made on such date as set forth in the Indenture. The amount of Additional Interest will be determined by applying the applicable Additional Interest rate to the principal amount of the affected Registrable Securities of such Holders, (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). Each obligation to pay Additional Interest shall be deemed to accrue from and including immediately following the day following occurrence 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. If (i1) The Issuers and the Issuer fails Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to file an Exchange Offer Registration Statement fulfill their obligations under Section_2 or Section_3 hereof and that it would not be feasible to ascertain the Shelf Registration Statement extent of such damages with respect precision. Accordingly, the Company agrees to pay, as liquidated damages, without duplication, additional interest on the Notes ("Additional Interest") under the circumstances and to the Registrable Securities extent set forth 20 S-1 below (other than the Private Exchange Securities, each of which shall be given independent effect):
1) if issued(A) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness applicable Filing Date or (B) notwithstanding that the “Effectiveness Target Date”), (iii) Company has consummated or will consummate the Exchange Offer Offer, the Company is required to be consummated hereunder file a Shelf Registration and such Shelf Registration is not filed on or prior to the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in Filing Date applicable thereto, then commencing on the Exchange Offer within 45 days day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annumannum for the first 90 days immediately following each such Filing Date, and the rate of such interest rate increasing Additional Interest shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period period;
2) Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Company has consummated or portion thereofwill consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable thereto, 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 0.25% per annum for the first 90 days immediately following each such Effectiveness Date, and the rate of such Additional Interest shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
3) while prior to the 30th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, a Shelf Registration Default is continuing until has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than such time as all Registration Defaults Notes have been cureddisposed of thereunder), up then 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 (x) 31st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to a maximum be effective in the case of (B) above, and the rate of such Additional Interest shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the rate of Additional Interest of 0.50that shall accrue on the Notes may not exceed in the aggregate 1.00% per annum. Upon ; provided, further, however, that (1) upon the filing 23 S-1 of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section_4(a)), (2) upon the effectiveness of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section_4(a)), or (3) 3)_upon the issuance exchange of the applicable Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section_4(a)), or (4) upon the effectiveness of the Exchange Offer 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 in respect of which such events relate as a result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payable2) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Company shall notify the Trustee within three Business Days four business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section_4 will be payable in cash semiannually on each interest payment date May_1 and November_1 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on April_15 and October_15 immediately preceding such dates), commencing with the first such date as set forth 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 24 S-1 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Eye Care Centers of America Inc)
Additional Interest. If (a) The Issuers and the Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, 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 Issuer fails to file an Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for 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 effectiveness Shelf Registration is not filed on or prior to the 150th day after delivery of the Shelf Notice, then, in the case of subclause (the “Effectiveness Target Date”A), (iii) commencing on the Exchange Offer is required to be consummated hereunder and day after the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn Filing Date or, in the Exchange Offer within 45 days case of subclause (B), commencing on the 151st day following delivery of the Effectiveness Target 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 with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securitiessuch 150th day, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or portion thereofprior to the Effectiveness Date applicable thereto or (B) while notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration Default and such Shelf Registration is continuing until all Registration Defaults have been curednot declared effective by the Commission on or prior to the Effectiveness Date, up to a maximum rate of 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 day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 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 (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registra- tion ceases to be effective at any time during the Effectiveness Period, then 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 commencing on the (x) 36th day after such effective date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Notes may not exceed in the aggregate 2.0% per annum. Upon ; provided further that (1) upon the filing of the Exchange Offer Registration Statement or the each Shelf Registration Statement(in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) 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 (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest shall due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be paid by depositing with payable in cash quarterly on each regular interest payment date specified in the Trustee, in trust, for the benefit of Indenture (to the Holders of Securities Registrable Notes of record on the regular record date therefor (other than Private Exchange Securitiesas specified in the Indenture) immediately preceding such dates), if issued) on or before commencing with the applicable semi-annual 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 first such regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the record Holder applicable Additional Interest rate by the principal amount of Securities entitled to receive the interest payment to be paid 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 such date as set forth the basis of a 360-day year and the actual days elapsed occurring in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from period for which payable) and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Muzak Holdings Finance Corp)
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for such effectiveness Filing Date applicable thereto or (B) notwithstanding that the “Effectiveness Target Date”), (iii) Issuers have consummated or will consummate the Exchange Offer is Offer, the Issuers are required to be consummated hereunder file a Shelf Registration and such Shelf Reg- istration is not filed on or prior to the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in Filing Date applicable thereto, then, commencing on the Exchange Offer within 45 days day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annumannum for the first 90 days immediately following such applicable Filing Date, and such interest Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or portion thereofprior to the Effectiveness Date applicable thereto or (B) while notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Default and such Shelf Registration is continuing until all Registration Defaults have been curednot declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, up to then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a maximum 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 0.50each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 200th 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 at a rate of 0.25% per annum for the first 90 days commencing on the (x) 201st 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 rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum. Upon ; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 re- late as a result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date June 15 and December 15 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on June 1 and December 1 immediately preceding such dates), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Additional Interest. If (a) The Issuers and the Initial Purchaser agree that the Holders will suffer damages if the Issuers fails to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if:
(i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC consummated on or prior to the date specified herein for such effectiveness 180th day following the Issue Date, or, if that day is not a Business Day, the next day that is a Business Day; or
(the “Effectiveness Target Date”), (iiiii) the Exchange Offer Shelf Registration is required to be consummated hereunder and filed but is not declared effective within the Issuer fails to issue Exchange Securities time period specified in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementSection 3(b)(x), or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective by such date but thereafter ceases to be effective or usable in connection with (unless the Exchange Offer Shelf Registration ceases to be effective or resales usable as specifically permitted by the penultimate paragraph of SecuritiesSection 5 hereof), as the case may be, during the periods specified herein (each such event referred to in clauses (i) through and (ivii) above, a “Registration Default”), then additional interest in the form of additional cash interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to ) will accrue on the affected Registrable Notes. The rate of Additional Interest will be 0.25% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such a Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.25% per annum at the beginning of with respect to each subsequent 90-day period (or portion thereof) while up to a maximum amount of Additional Interest of 1.00% per annum, from and including the date on which any such Registration Default is continuing until shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been curedcured 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, up to after the cure of all Registration Defaults then in effect, there is a maximum subsequent Registration Default, the rate of Additional Interest for such subsequent Registration Default shall initially be 0.25% regardless of 0.50% per annumthe 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. Upon Notwithstanding the foregoing, (1) the filing amount 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause payable shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other not increase because more than one Registration Default has occurred and is continuing. The Issuer pending and (2) a Holder of Registrable Notes that is not entitled to the benefits of the Shelf Registration (e.g., such Holder has not elected to include information) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration.
(b) So long as Notes remain outstanding, the Company shall notify the Trustee within three five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid paid. Any amounts of Additional Interest due pursuant to clauses (an a)(i) or (a)(ii) of this Section 4 will be payable in cash semi-annually on each February 15 and August 15 (each a “Event Additional Interest Payment Date”). , commencing with the first such date occurring after any such Additional Interest shall commences to accrue, to Holders to whom regular interest is payable on such Additional Interest Payment Date with respect to Notes that are Registrable Notes. The amount of Additional Interest for each Registrable Note will be paid determined 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 multiplying the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay rate of Additional Interest by the aggregate principal amount of such Registrable Note outstanding on the Additional Interest then due. The Payment Date following such Registration Default in the case of the first such payment of Additional Interest due shall be payable 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 each interest payment date to the record Holder basis of Securities entitled to receive the interest payment to be paid on such date as set forth a 360-day year comprised of twelve 30-day months and, in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Additional Interest. If (ia) The Issuers and the Issuer fails Initial Purchaser agree that the Holders of Securities will suffer damages if the Issuers fail to file an Exchange Offer Registration Statement fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the Shelf Registration Statement extent of such damages with respect precision. Accordingly, the Issuers jointly and severally agree to pay, as liquidated damages and as set forth in the Indenture and the Notes, additional interest on the Notes (“Additional Interest”) under the circumstances and to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein extent set forth below (each such event referred to in clauses (i) through (ivv) abovebelow, a “Registration Default”)):
(i) if the Exchange Offer Registration Statement has not been filed with the SEC on or prior to the Filing Date;
(ii) if the Exchange Offer Registration Statement has not been declared effective on or prior to the Effectiveness Date;
(iii) if the Exchange Offer has not been consummated within 240 days after the Issue Date;
(iv) if the Shelf Registration has not been filed on or prior to the Shelf Filing Date or declared effective within 150 days following the delivery of the Shelf Notice, as the case may be; or
(v) if (A) the Exchange Offer Registration Statement has been declared effective but ceases to be effective for a period of 15 consecutive days without being succeeded immediately by any additional Registration Statement filed with the SEC and declared effective at any time prior to the time that the Exchange Offer is consummated or (B) the Shelf Registration or any Subsequent Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period for a period of 15 consecutive days without being succeeded immediately by any additional Registration Statement filed and declared effective, then Additional Interest shall accrue on the Notes over and above the interest rate borne by then applicable to the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to Notes on each day during the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by at a rate equal to 25 basis points (0.25% %) per annum, such interest rate increasing . The amount of Additional Interest will increase by an additional 25 basis points (0.25% %) per annum at the beginning of during each subsequent 90-day period (until the applicable Registration Statement is filed, the applicable Registration Statement is declared effective, the Exchange Offer is consummated or portion thereof) while a the applicable Registration Default is continuing until all Registration Defaults have been curedStatement again becomes effective, up to a maximum rate of as the case may be, provided, however, that the Additional Interest of 0.50% rate on the Notes may not exceed 100 basis points (1.00%) per annum. Upon ; and provided, further, that (1) upon 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 sentenceabove), (2) upon 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 sentenceabove), (3) upon the issuance consummation 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) above), (4) upon the filing of the preceding sentenceShelf Registration or upon the effectiveness of a Shelf Registration, as applicable (in the case of (iv) above), or (45) upon the effectiveness of the Exchange Offer Registration Statement which had ceased to remain effective (in the case of (v)(A) above), or upon the effectiveness of the Shelf Registration Statementwhich had ceased to remain effective (in the case of (v)(B) above), the interest rate borne by the Notes, including Additional Interest, will be reduced by the amount of Additional Interest on the Notes as a result of such clause (i), (ii), (iii), (iv) or (v) (or the relevant subclause thereof), as the case may be. Notwithstanding the foregoing, the Issuers shall not be required hereunder which had ceased to pay such Additional Interest with respect to the Registrable Securities held by a Holder if the applicable Registration Default arises from the failure of the Issuers to file, or cause to become effective, a Shelf Registration Statement within the time periods specified in this Section 4 by reason of the failure of such Holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any Prospectus included therein to the extent the Company reasonably determines that such information is required to be effective included therein by applicable law, (ii) the NASD or the SEC may request in connection with such Shelf Registration Statement or (iii) is required to comply with the agreements of such Holder contained in the case penultimate paragraph of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert Section 5 to the original rate if no other extent compliance thereof is necessary for the Shelf Registration Default has occurred and is continuing. Statement to be declared effective.
(b) The Issuer Company shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid Registration Default (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 4(a) hereof will be payable in cash quarterly on each interest payment date January 15, April 15, July 15 and October 15, (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on January 1, April 1, July 1 and October 1 immediately preceding such dates), commencing with the first such date as set forth occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes making up the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Radnor Holdings Corp)
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or 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 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 date specified herein for Effectiveness Date applicable to such effectiveness (Shelf Registration, then, commencing on the “day after such Effectiveness Target Date”), (iii) Additional Interest shall accrue on the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Securities at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.50% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of day after such Registration DefaultEffectiveness Date, by 0.25% per annum, and such interest Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period period; or
(iii) if (A) the Issuers have not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or portion thereofprior to the 30th day after the Effectiveness Date or (B) while if applicable, a Shelf Registration Default is continuing until all has been declared effective and such Shelf Registration Defaults have been curedceases to be effective at any time during the Effectiveness Period, up to a maximum rate of then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days commencing on the (x) 31st 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 rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Securities may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 2.0% per annum. Upon ; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the 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 (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Securities in respect of which such events relate as a result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date June 15 and December 15 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on June 1 and December 1 immediately preceding such dates), commencing with the first such date as set forth 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 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or 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 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 date specified herein for Effectiveness Date applicable to such effectiveness (Shelf Registration, then, commencing on the “day after such Effectiveness Target Date”), (iii) Additional Interest shall accrue on the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Registrable Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.50% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of day after such Registration DefaultEffectiveness Date, by 0.25% per annum, and such interest Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or portion thereofprior to the 45th day after the applicable Effectiveness Date or (B) while if applicable, a Shelf Registration Default is continuing until all has been declared effective and such Shelf Registration Defaults have been curedceases to be effective at any time during the Effectiveness Period, up to a maximum rate of then Additional 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 0.50% per annum for the first 90 days commencing on the (x) 46th day after applicable Effectiveness 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 rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 2.0% per annum. Upon ; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue. Notwithstanding any other provision of this Section 4, the Issuer shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three 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”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date January 15 and July 15 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on January 1 and July 1 immediately preceding such dates), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. If The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company and the Subsidiary Guarantors fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or 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 Issue Date (with respect to the Exchange Offer Registration Statement) or 60 days after the applicable Filing Date (with respect to the Initial Shelf Registration Statement) or (B) notwithstanding that the Company and the Subsidiary Guarantors have consummated or will consummate the Exchange Offer, the Company and the Subsidiary Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the date specified herein for Effectiveness Date in respect of such effectiveness (Shelf Registration, then, commencing on the “day after such Effectiveness Target Date”), (iii) Additional Interest shall accrue on the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.50% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of day after such Registration DefaultEffectiveness Date, by 0.25% per annum, and such interest Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period period; or
(iii) if (A) the Company and the Subsidiary Guarantors have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or portion thereofprior to the 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) while if applicable, a Shelf Registration Default is continuing until all has been declared effective and such Shelf Registration Defaults have been curedceases to be effective at any time during the Effectiveness Period, up to a maximum rate of then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% 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 such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum. Upon ; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the applicable Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuingaccrue. The Issuer Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date March 15 and September 15 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on March 1 and September 1 immediately preceding such dates), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
Appears in 1 contract
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers 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 Issuer fails to file an Exchange Offer Registration Statement or nor the Shelf Registration Statement has been filed with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified herein for such effectiveness Filing Date or (B) notwithstanding that the “Effectiveness Target Date”), (iii) Issuers have consummated or will consummate the Exchange Offer is Offer, the Issuers are required to be consummated hereunder file a Shelf Registration and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and such Shelf Registration is not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect filed on or prior to the Exchange Offer Registration StatementFiling Date, or (iv) then, commencing on the Exchange Offer Registration Statement or 151st day after the Shelf Registration Statement required to be filed Issue Date, Additional Interest shall accrue on the Notes over and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with above the Exchange Offer or resales stated interest at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.25% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of such Registration Default, by 0.25% per annumFiling Date, such interest rate 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 the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after the applicable Effectiveness Date, Additional Interest shall accrue on the Notes over and above 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; and
(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 240th day after the Issue Date or (B) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, subject to the last sentence of Section 4(a), then Additional Interest shall accrue (over and above any interest otherwise payable on such Notes) at a rate of 0.25% per annum on (x) the 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 such Shelf Registration ceases to be effective, in the case of (B) above, such Additional Interest increasing by an additional 0.25% per annum at the begin- ning of each such subsequent 90-day period (or portion thereof) while it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note that is the subject of a Shelf Notice is then covered by an effective Shelf Registration Default is continuing until all Registration Defaults have been curedStatement, up to a maximum rate of no Additional Interest of 0.50% per annum. Upon shall accrue on such Note); provided, however, that the Additional Interest rate on any affected Note may -------- ------- not exceed in the aggregate 1.0%; and provided, further, that (1) upon the -------- ------- filing of the Exchange Offer Registration Statement or the a Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentencethis Section 4(a)), (2) upon 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 sentencethis Section 4(a)), or (3) upon the issuance exchange of Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not validly withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4(a)), or (4) upon the effectiveness of the Exchange Offer 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 Statementthat 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, required hereunder which had ceased shall cease to be 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 case event that the aggregate number of clause (iv) of the preceding sentence)days in any 12-month period for which all such notices does not exceed 45 days, Additional Interest will not accrue and be payable with respect to such 45 days, as a set forth above, as the result of the Registration Default described in such clause shall cease to accrue suspension.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of ---------- Additional Interest due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 shall be paid by depositing with the Trustee, in trust, for the benefit of payable to the Holders of Securities (other than Private Exchange Securities, if issued) on or before affected Notes as of the applicable relevant record date in cash semi-annual annually on the same original interest payment date, immediately available funds in sums sufficient to pay dates as the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date Notes (as set forth in the Indenture. Each obligation to pay ) commencing with the first such date occurring after any such Additional Interest shall commences to accrue. The amount of Additional Interest will be deemed to accrue from and including the day following determined by multiplying the applicable Event DateAdditional Interest rate by the principal amount of the affected Registrable Notes of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified herein for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.250.25 % per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 0.501.00% 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). 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 shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 1 contract
Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or 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 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 date specified herein for Effectiveness Date applicable to such effectiveness (Shelf Registration, then, commencing on the “day after such Effectiveness Target Date”), (iii) Additional Interest shall accrue on the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days principal amount of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales Notes at a rate of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to 0.50% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing 90 days immediately following the occurrence of day after such Registration DefaultEffectiveness Date, by 0.25% per annum, and such interest Additional Interest rate increasing shall increase by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or portion thereofprior to ) while the earlier of the 225th day following the Issue Date and the 45th day from date the Exchange Offer Registration Statement was declared effective or (B) if applicable, a Shelf Registration Default is continuing until all has been declared effective and such Shelf Registration Defaults have been curedceases to be effective at any time during the Effectiveness Period, up to a maximum rate of then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% 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 Statement was declared effective, 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 rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) — (iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 2.0% per annum. Upon ; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) above of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the Exchange Securities in exchange Notes for all Securities (other than the Private Exchange Securities, if issued) properly Notes tendered and not withdrawn in the Exchange Offer (in the case of clause (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer 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 result of such clause (or the Shelf Registration Statementrelevant subclause thereof), as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each interest payment date February 15 and August 15 (to the holders of record Holder of Securities entitled to receive on the interest payment to be paid on February 1 and August 1 immediately preceding such dates), commencing with the first such date as set forth 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 Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
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Additional Interest. If (a) The Issuers and the Dealer Manager agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, each 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 Issuer fails to file an Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC has been filed on or prior to the date specified herein for 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 effectiveness Shelf Registration is not filed on or prior to the 90th day after delivery of the Shelf Notice, then, in the case of subclause (the “Effectiveness Target Date”A), (iii) commencing on the Exchange Offer is required to be consummated hereunder and day after the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn Filing Date or, in the Exchange Offer within 45 days case of subclause (B), commencing on the 91st day following delivery of the Effectiveness Target 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 with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securitiessuch 90th day, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or portion thereofprior to the Effectiveness Date applicable thereto or (B) while notwithstanding that the Issuers have consummated or will consummate an Registered Exchange Offer, the Issuers are required to file a Shelf Registration Default and such Shelf Registration is continuing until all Registration Defaults have been curednot declared effective by the Commission on or prior to the applicable Effectiveness Date, up to 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 maximum rate of 0.25% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of 0.50each subsequent 90-day period; and
(iii) 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 on or prior to the 270th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of the Registered Exchange Offer or (C) 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 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) 270th day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Notes may not exceed in the aggregate 1.0% per annum. Upon ; provided further that if more than one of the foregoing 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 Offer Registration Statement or the each Shelf Registration Statement(in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Registered Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three 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 shall due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be paid by depositing with payable in cash on each regular interest payment date specified in the Trustee, in trust, for the benefit of Indenture (to the Holders of Securities Registrable Notes of record on the regular record date therefor (other than Private Exchange Securitiesas specified in the Indenture) immediately preceding such dates), if issued) on or before commencing with the applicable semi-annual 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 first such regular interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on occurring after any such date as set forth in the Indenture. Each obligation to pay 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) Additional Interest pursuant to this Section 4 shall be deemed the sole and exclusive remedy for any failure by the Issuers to accrue from comply with Sections 2, 3 and including the day following the applicable Event Date5 hereof.
Appears in 1 contract
Additional Interest. If (a) The parties hereto agree that the Holders of Transfer Restricted Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that either (i) the Issuer fails to file an Registered Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities is not completed (other than in the Private Exchange Securities, if issuedevent the Issuers file a Shelf Registration Statement) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement Statement, if required hereby, is not declared effective by the SEC effective, in either case on or prior to 270 days after the date specified herein for such effectiveness Issue Date (the “Effectiveness "Target Registration Date”"), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by on the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall Notes will be increased by (the “Additional Interest”), with respect to x) 0.25% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Target Registration Default, by 0.25% per annum, such interest rate increasing by Date and (y) an additional 0.25% per annum at thereafter in each case until the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 0.50% per annum. Upon (1) the filing of the Registered Exchange Offer Registration Statement is completed or the Shelf Registration Statement, as if required hereby, is declared effective by the case may be, required hereunder Commission or the Notes cease to constitute Transfer Restricted Notes.
(in the case of clause (ib) of the preceding sentence), (2) the effectiveness of the Exchange Offer Registration Statement or If 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 Statement has been declared effective and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence)thereafter either ceases to be effective, or (4) the effectiveness of the Exchange Offer Registration Statement or prospectus contained therein ceases to be usable at any time during the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective Period (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the issuance by the Issuers of a notice that the Shelf Registration Default described 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 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 clause twelve-month period) by (x) 0.25% per annum for the first 90-day period immediately following such 60th day of ineffectiveness or lack of usability and (y) an additional 0.25% per annum thereafter, which additional interest shall cease to accrue (but on such date that the Shelf Registration Statement has again been declared effective or the prospectus contained therein again becomes usable. If after any accrued amount shall such cessation of the accrual of additional interest the Shelf Registration Statement again ceases to be payable) and effective or the prospectus contained therein again ceases to be usable beyond the period permitted above, additional interest rate on the Securities shall revert will again accrue pursuant to the original rate if no other Registration Default has occurred and is continuing. foregoing provisions.
(c) The Issuer Issuers shall notify the Trustee within three Business Days after and the paying agent under the Indenture promptly upon the happening of each and every date on which an event occurs that results in respect the accrual of which Additional Interest is required additional interest pursuant to be paid Section 3(a) or 3(b) (an “Event Date”any such event being called a "Registration Default"). Additional Interest The Issuers shall be paid pay the additional interest due on the Transfer Restricted Notes by depositing with the Trusteepaying agent (which may not be either of the Issuers for these purposes), in trust, for the benefit of the Holders of Securities (other than Private Exchange Securitiesthereof, if issued) prior to 10:00 a.m., New York City time, on or before the applicable semi-annual next interest payment datedate specified by the Indenture and the Notes, immediately available funds in sums sufficient to pay the Additional Interest additional interest then due. The Additional Interest additional interest due shall be payable on each interest payment date specified by the Indenture and the Notes to the record Holder of Securities holder entitled to receive the interest payment to be paid made on such date as set forth in the Indenturedate. Each obligation to pay Additional Interest additional interest shall be deemed to accrue from and including the day following date of the applicable Event DateRegistration Default.
(d) The parties hereto agree that the liquidated damages in the form of additional interest provided for in this Section 3 constitute a reasonable estimate of and are intended to constitute the sole damages that will be suffered by Holders of Transfer Restricted 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 such Note has been exchanged for a freely transferable Exchange Note in 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 it is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in Sections 3(a) and 3(b) hereof, the Issuers shall not be required to pay additional interest to a Holder of Transfer Restricted Notes if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be 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. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree 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) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities if (other than the Private Exchange Securities, if issuedA) on or before the date specified herein for such filing, (ii) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not declared effective by has been filed with the SEC on or prior to before the date specified herein for such effectiveness applicable Filing Date or (B) notwithstanding that the “Effectiveness Target Date”), (iii) Issuers have consummated or will consummate the Exchange Offer is Offer, the Issuers are required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the file a Shelf Registration Statement required to be and such Shelf Registration Statement has not been filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer SEC on or resales 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 Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, Securities at a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annumannum for the first 90 days immediately following each such Filing Date, and such interest Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period 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 portion thereofbefore the applicable Effectiveness Date or (B) while notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Default is continuing until all Statement and such Shelf Registration Defaults have Statement has not been cureddeclared effective by the SEC on or before the applicable Effectiveness Date with respect to such Shelf Registration Statement, up to then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a maximum 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 0.50each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes (and related guarantees) for all Securities validly tendered in accordance with the terms of the Exchange Offer on or before November 24, 2005 or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period, then, Additional Interest shall accrue on the principal amount of the 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 such Shelf Registration Statement ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that 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) and (iii) of this Section 4 may not exceed in the aggregate 1.0% per annum. Upon ; provided further, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (i) of the preceding sentencethis Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement, Statement as the case may be, required hereunder (in the case of clause (ii) of the preceding sentencethis Section 4), or (3) upon the issuance exchange of the Exchange Securities in exchange Notes (and related guarantees) 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 (iiiiii)(A) of the preceding sentencethis Section 4), or (4) upon the effectiveness of the Exchange Offer a Subsequent Shelf Registration Statement or in the case of Shelf Registration Statement, as the case may be, required hereunder Statement which had ceased to be remain effective (in the case of clause (iviii)(B) of the preceding sentencethis Section 4), Additional Interest on the Notes as a result of the Registration Default described in such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue accrue.
(but any accrued amount shall be payableb) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer Issuers shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest , which notice shall also be paid by depositing at least three business days prior to the date of any payment to be made in accordance with the Trustee, in trust, for the benefit following sentence. Any amounts 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 shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable on each interest payment date in cash simultaneously with, and to the record Holder of Securities same persons entitled to receive receive, stated interest on the Notes, commencing with the first such payment of interest payment occurring after any such Additional Interest commences to accrue. The amount of Additional Interest payable with respect to Registrable Notes will be paid 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 such date as set forth the basis of a 360-day year comprised of twelve 30-day months and, in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from case of a partial month, the actual number of days elapsed), and including the day following the applicable Event Datedenominator of which is 360.
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Additional Interest. If (a) Each of the Issuers and the Guarantors acknowledges and agrees that the Holders of Registrable Notes will suffer damages if any of the Issuers or the Guarantors fails to fulfill its material obligations under Sections 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers and the Guarantors agree to pay additional cash interest on the applicable Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect):
(i) if (A) neither the Issuer fails Exchange Registration Statement nor the Initial Shelf Registration (if required to be filed), has been filed on or prior to the applicable Filing Deadline as specified herein or (B) notwithstanding that the Issuers and the Guarantors have consummated or will consummate an Exchange Offer, the Issuers and the Guarantors are required to file an Exchange Offer Registration Statement or the a Shelf Registration Statement with respect and such Shelf Registration is not filed on or prior to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date applicable Filing Deadline as specified herein for such filing, herein;
(ii) if (A) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement relating to the Notes is declared effective by the SEC on or prior to the applicable Effectiveness Target Date as specified herein or (B) notwithstanding that the Issuers and the Guarantors have consummated or will consummate an Exchange Offer, the Issuers and the Guarantors are required to file a Subsequent Shelf Registration and such Subsequent Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Target Date as specified herein; or
(iii) if (A) the Issuers (and any Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the date specified herein for such effectiveness (that is 30 Business Days after the “Exchange Offer Effectiveness Target Date”), (iiiB) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with at any time prior to the consummation of the Exchange Offer or resales of Securities(C) if applicable, as the case may be, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities Effectiveness Period (other than during a Blackout Period or after such time as all Notes have been disposed of thereunder); then Additional Interest shall accrue on the Private Exchange Securitiesprincipal amount of the outstanding Notes over and above any stated interest, if issued, as to from and including the date on which no additional amounts shall be payable under this Section 2(e)) as to which the any Registration Default exists shall be increased (occur to but excluding the “Additional Interest”)date on which all Registration Defaults have been cured, with respect to at a rate of 0.25% per annum for the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such a Registration Default, by 0.25% per annum, and such interest rate increasing will increase by an additional 0.25% per annum at the beginning of with respect to each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured; provided, up to a however, that the maximum rate of Additional Interest of 0.50rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum. Upon Following the cure of a particular Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease. Notwithstanding the foregoing, (1x) the filing amount 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 be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause payable shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other not increase because more than one Registration Default has occurred and is continuingpending, and (y) Additional Interest shall be payable for Registration Defaults related to a failure of the Issuers and the Guarantors to cause a Shelf Registration to be declared effective, only to those Holders who sought to have their Registrable Notes registered pursuant to Section 3 hereof. All obligations of the Issuers and the Guarantors set forth in this Section 4(a) that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Additional Interest pursuant to this Section 4 constitutes liquidated damages with respect to a Registration Default and shall be the exclusive monetary remedy available to the Holders with respect to a Registration Default.
(b) The Issuer Issuers shall notify the Trustee within three Business Days after each and every date on which an event Registration Default occurs in respect of which Additional Interest is required to be paid (an a “Event Registration Default Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit Any accrued amounts 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 shall pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash in arrears on each interest payment date to Interest Payment Date (as defined in the record Holder of Securities entitled to receive Notes) and in the interest payment to be paid on such date as set forth manner provided in the Indenture. Each obligation to pay The amount of Additional Interest shall will be deemed to accrue from and including the day following determined by multiplying the applicable Event DateAdditional 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 (Global Aviation Holdings Inc.)