Additional Interest. (a) The Partnership, the Parent and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent 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, if: (i) (A) the Exchange Registration Statement is not filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later of the Filing Date and 30 days after the obligation to file such Shelf Registration arises; or (A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day following the date such Shelf Registration was filed; or (iii) (A) the Partnership has not exchanged the Notes for 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 date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the day following the Registration Default, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrue; provided, however, that (a) the Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Default. (b) The Partnership shall notify the Trustee within 3 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue.
Appears in 2 contracts
Sources: Registration Rights Agreement (Tarantula Ventures LLC), Registration Rights Agreement (Dupont Fabros Technology, Inc.)
Additional Interest. (a) The Partnership, In the Parent and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent 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, ifevent that:
(i) (A) the Exchange Registration Statement is not filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership Company has consummated or will consummate an Exchange Offer, the Partnership Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the later date required by Section 2(b) hereof, then commencing on the day after the applicable required filing date, additional interest shall accrue on the principal amount of the Filing Date and 30 days after the obligation to file such Shelf Registration arisesNotes ("Additional Interest") at a rate of 0.25% per annum; or
(ii) (A) neither the Exchange Offer Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th 180th day following after the date Issue Date or (B) whether or not the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Statement and such Shelf Registration was filed; or
(iii) (A) Statement is not declared effective by the Partnership has not exchanged the Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer SEC on or prior to the 30th Business Day day after the date on which the Exchange such Shelf Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases required to be effective at any time prior to filed, then, commencing on the Effectiveness Period; provided that 31st day after the Partnershipapplicable required filing date, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum annum; or
(iii) (A) the Company has not exchanged the Exchange Notes for the first 90 days Notes validly tendered, in accordance with the terms of the Exchange Offer, on or prior to the 40th day after the date on which the Exchange Offer Registration Statement was declared effective or (B) the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the expiration of the Rule 144(k) Period (other than after such time as all Notes have been disposed of thereunder or otherwise cease to be Registrable Securities), then Additional Interest shall accrue on the principal amount of Notes, at a rate of 0.25% per annum, commencing on the day following the such Shelf Registration Default, and increasing Statement ceases to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueeffective; provided, however, that the Additional Interest rate on the Notes may not exceed in the aggregate 0.25% per annum; provided further, however, that (a1) upon the filing of the Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (ii) above), (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii) (B) above), or (4) upon the expiration of two years (or such shorter period as may hereafter be provided in Rule 144(k) under the Securities Act (or similar rule)) commencing on the date of original issuance of the Notes, Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Partnership shall notify the Trustee within 3 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”)accrue. Any amounts of Additional Interest due pursuant to clause (a)(iSection 2(e)(i), (a)(iiii) or (a)(iiiiii) of this Section 4 above will be payable in cash, cash on the relevant payment dates and in for the manner provided in payment of interest pursuant to the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrueIndenture.
Appears in 2 contracts
Sources: Registration Rights Agreement (Texas Utilities Co /Tx/), Registration Rights Agreement (Texas Utilities Co /Tx/)
Additional Interest. (a) The Partnership, Company and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Company fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, additional interest on the Registrable Notes ("Additional Interest") under the ------------------- circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date Date, if so required in the case of an Initial Shelf Registration by this Agreement, or (B) notwithstanding that the Partnership Company has consummated or will consummate an Exchange Offer, the Partnership Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 60th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 61st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and 30 above the stated interest at a rate of 0.50% per annum for the first 90 days after immediately following the obligation to file Filing Date or such Shelf Registration arises; or60th day, as the case may be, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership Company has consummated or will consummate an Exchange Offer, the Partnership Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC Commission on or prior to the 60th applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the date day after the applicable Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership Company has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 180 days after the date on which Issue Date, (B) the Exchange Registration Statement was declared ceases to be effective prior to consummation of the Exchange Offer or (BC) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Effective- ness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day following after such Issue Date in the Registration Default, and increasing to 1.00% thereafter, to but excluding case of (A) above or (y) the day on which such Exchange Registration Statement or Shelf Registration ceases to be effective in the Registration Default has been cured. case of (B) and (C) above, such Additional Interest will be paid semirate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest rate on the Registrable Notes -------- ------- may not accrue under more than one exceed in the aggregate 1.0% per annum; provided further that (1) upon -------- ------- the filing of the foregoing clauses Exchange Registration Statement or each Shelf Registration (i)-(iiiin the case of (i) at any one time and in no event will Additional Interest accrue after the Effectiveness Periodabove), (b2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a each Shelf Registration, as the Holder will not case may be entitled (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to receive any remain effective (in the case of (iii)(B) and (C) above), Additional Interest with respect on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Company shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional ---------- Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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 2 contracts
Sources: Registration Rights Agreement (Samsonite Corp/Fl), Registration Rights Agreement (Samsonite Holdings Inc)
Additional Interest. (a) The Partnership, Notes Issuer and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Notes Issuer fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if: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) if neither (Ax) the Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 395 days of the Issue Date, then Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum on the principal amount of such Registrable Notes for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not filed with exceed 1.00% per annum of the SEC on or prior to the Filing Date or principal amount of such Registrable Notes; or
(Bii) notwithstanding that the Partnership Notes Issuer has consummated or will consummate an Exchange Offer, if the Partnership Notes Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed declared effective on or prior to the later of the Filing Date and 30 days after the obligation to file such Shelf Registration arises; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th 395th day following the Issue Date, then Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum of the principal amount of such Registrable Notes for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Shelf Registration was filedRegistrable Notes; or
(iii) (A) the Partnership has not exchanged the Notes for 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 date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective and such Shelf Registration but thereafter ceases to be effective at any time prior at which it is required to be effective under this Agreement and such failure to remain effective exists for more than the Effectiveness Period; provided that number of days permitted by the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use second paragraph of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”)Section 3(a) hereof, then additional interest (“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 first day following the Registration Default, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Shelf Registration Statement ceases to be effective that exceeds the number of days permitted by the second paragraph of Section 3(a) hereof, Additional Interest begins shall accrue on the Registrable Notes at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days from and including such day, as applicable, following the date on which such Shelf Registration Statement ceases to accruebe effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Registrable Notes; provided, however, that upon (a1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able shall cease to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Notes Issuer shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”)) and within one Business Day after such Additional Interest ceases to accrue. Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on the payment dates and in the manner provided stated in the Indenture (to the holders of record on the March 15 and whether or not any cash interest would then be payable on September 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Intelsat S.A.), Registration Rights Agreement (Intelsat S.A.)
Additional Interest. (a) The Partnership, Issuers and the Parent Guarantors acknowledge and each Subsidiary Guarantor acknowledges and agrees agree that the Holders of Registrable Notes will suffer damages if the Partnership, Issuers or the Parent or any Subsidiary Guarantor fails Guarantors fail to fulfill its their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:
(i) (A) the Exchange Registration Statement is not filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later of the Filing Date and 30 days after the obligation to file such Shelf Registration arises; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an Exchange Offer, the Partnership is Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th 90th day following the date such Shelf Registration was filed; or
(iiiii) (A) the Partnership has Issuers have not exchanged the Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Partnership, the Parent Issuers and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the day following the Registration DefaultDefault (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue, and increasing to provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% thereafter, per annum) to but excluding the day on which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrue; provided, however, that (a) the Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i)-(iiii) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership Issuers and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Partnership Issuers shall notify the Trustee within 3 5 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iiia)(ii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue.
(c) The Representatives acknowledge and agree that the Issuers will not be required to pay Additional Interest once the Notes become freely tradeable under Rule 144.
Appears in 2 contracts
Sources: Registration Rights Agreement (CyrusOne Inc.), Registration Rights Agreement (CyrusOne Inc.)
Additional Interest. (a) The Partnership, Issuer and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Issuer fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuer agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Partnership Issuer has consummated or will consummate an the Exchange Offer, the Partnership Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later Filing Date applicable thereto, then commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Filing Date and Notes at a rate of 0.25% per annum for the first 30 days after immediately following each such Filing Date, and such Additional Interest shall increase by an additional 0.25% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 30-day period; or
(ii) if (A) neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Partnership Issuer has consummated or will consummate an the Exchange Offer, the Partnership Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after the applicable Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 30 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and the rate of such Additional Interest shall increase by an additional 0.25% per annum at the beginning of each subsequent 30-day period; or
(iii) if (A) the Partnership Issuer has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 180th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use Period (other than such time as all Notes have been disposed of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 30 days commencing on the (x) 181st day following after such Issue Date, in the Registration Defaultcase of (A) above, and increasing to 1.00% thereafter, to but excluding or (y) the day on which such Shelf Registration ceases to be effective in the Registration Default has been cured. case of (B) above, such Additional Interest will be paid semishall increase by an additional 0.25% per annum at the beginning of each such subsequent 30-annually in arrears with day period (it being understood and agreed that, notwithstanding any provision to the interest payment due on contrary, so long as any Note that is the first interest payment date following the date on which such additional subject of a Shelf Notice is then covered by an effective Shelf Registration, no Additional Interest begins to accrueshall accrue or accumulate on such Notes); provided, however, that the rate of Additional Interest that shall accrue on the Notes may not exceed in the aggregate 1.50% per annum; provided, further, however, that (a1) upon the filing of the applicable Exchange Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4(a)), (2) upon the effectiveness of the applicable Exchange Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Notes may not accrue under more than one in respect of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) accrue or accumulate, as the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultcase may be.
(b) The Partnership Issuer shall notify the Trustee (who shall be acting under and protected by the terms of the Indenture) within 3 Business Days three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will shall be payable in cash, cash semiannually on each March 30 and September 30 (to the holders of record on the dates March 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on September 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable rate of Additional Interest by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such rate of Additional Interest was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Agreement (Flag Telecom Holdings LTD), Registration Agreement (Flag Telecom Holdings LTD)
Additional Interest. (a) The Partnership, the Parent and each Subsidiary Guarantor acknowledges and Issuer agrees that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Issuer fails to fulfill its material obligations under Section 2 or Section 3 8 hereof (except as a result of the failure of the Holders or any underwriters to fulfill their obligations hereunder) and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuer agrees to pay, as liquidated damages, additional interest on Registrable Notes ("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) (A) the Exchange if a Demand Registration Statement is has not filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not been filed on or prior to its Demand Filing Deadline, then commencing on the later day after such Demand Filing Deadline, Additional Interest shall be accrued on the Registrable Notes to be covered by such Demand Registration Statement over and above the accrued interest at a rate of .25% per annum on the Accreted Value of such Registrable Notes for the first 90 days immediately following such Demand Filing Date and 30 days after Deadline, such Additional Interest rate increasing by an additional .25% per annum on the obligation to file Accreted Value of such Shelf Registration arises; orRegistrable Notes at the beginning of each subsequent 90-day period;
(Aii) neither the Exchange if such Demand Registration Statement nor a Shelf Registration is has not been declared effective by the SEC on or prior to such Effectiveness Date, then commencing on the day after such Effectiveness Date or (B) notwithstanding that Date, Additional Interest shall be accrued on the Partnership has consummated or will consummate an Exchange Offer, Registrable Notes included in such Demand Registration Statement over and above the Partnership is required to file accrued interest at a Shelf Registration and rate of .25% per annum on the Accreted Value of such Shelf Registration is not declared effective by Notes for the SEC on or prior to the 60th day first 90 days immediately following the date day after such Shelf Registration was filed; orEffectiveness Date, such Additional Interest rate increasing by an additional .25% per annum on the Accreted Value of such Registrable Notes at the beginning of each subsequent 90-day period;
(iii) (A) the Partnership has not exchanged the Notes for 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 date on which the Exchange if a Demand Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been declared effective and such Shelf Demand Registration Statement ceases to be effective at any time prior to the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”)Termination Date, then additional interest (“Additional Interest”) Interest shall accrue be accrued on the principal amount of the Registrable Notes affected thereby over and above any other accrued interest at a rate of 0.50.25% per annum on the Accreted Value of such Notes for the first 90 days commencing on the day following such Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional .25% per annum on the Registration DefaultAccreted Value of such Demand Registrable Notes at the beginning of each such subsequent 90-day period;
(iv) if a preliminary Offering Memorandum has not been prepared in accordance with the provisions of Section 8 on or prior to its Offering Memorandum Deadline, and increasing to 1.00% thereafter, to but excluding then commencing on the day on which the Registration Default has been cured. after such Offering Memorandum Deadline, Additional Interest will shall be paid semi-annually in arrears with the interest payment due accrued on the Registrable Notes to be covered by the Rule 144A Resale proposed in such Rule 144A Notice over and above the accrued interest at a rate of .25% per annum on the Accreted Value of such Registrable Notes for the first interest payment date 90 days immediately following the date on which such additional Offering Memorandum Deadline, such Additional Interest begins to accruerate increasing by an additional .25% per annum on the Accreted Value of such Registrable Notes at the beginning of each subsequent 90-day period; providedPROVIDED, howeverHOWEVER, that (a) the Additional Interest rate on the Notes any Note may not accrue under more than one of the foregoing clauses (i)-(iii) exceed at any one time and in no event will the aggregate 1.0% per annum on the Accreted Value of such Registrable Notes; PROVIDED, FURTHER that Additional Interest shall not accrue after if the Effectiveness Periodfailure of the Issuer to comply with its obligations hereunder is a result of the failure of the Holders or any underwriters to fulfill their obligations hereunder; and PROVIDED, FURTHER, that (1) upon the filing of a Registration Statement (in the case of (i) above), (b2) if upon the effectiveness of a Holder is not able to Registration Statement (in the case of (ii) above), (3) upon the effectiveness of a substitute Registration Statement (in the case of (iii) above), or does not provide (4) upon the representations and information required preparation of a preliminary Offering Memorandum in connection accordance with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest provisions of Section 8 (except with respect to its Notes; and the requirement that such Offering Memorandum be prepared on or before the Offering Memorandum Deadline) (cin the case of (iv) the Partnership and the Guarantors will have no other liabilities with respect above), Additional Interest on such Registrable Notes as a result of such clause shall cease to any Registration Defaultaccrue.
(b) The Partnership Issuer shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”)paid. Any amounts of Additional Interest due pursuant to clause Section 3(a) will accrue semi-annually on each July 1, and January 1 (a)(ieach an "ADDITIONAL INTEREST PAYMENT DATE"), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months. On any Additional Interest Payment Date, to the extent any Additional Interest shall have accrued during the period from the previous Additional Interest Payment Date (the "INTEREST PERIOD") due to the occurrence during such Interest Period of an event described in Section 3(a), the Issuer shall issue a note or notes to the holders on the Additional Interest Payment Date substantially in the form of Exhibit A to the Indenture. The Accreted Value of such notes shall be equal to the Additional Interest accrued during such Interest Period and shall otherwise have the same terms as the Notes.
Appears in 2 contracts
Sources: Registration Rights Agreement (Huntsman International Holdings LLC), Registration Rights Agreement (Huntsman International Holdings LLC)
Additional Interest. (a) The Partnership, Company and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes Securities will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Company fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative):
(i) (A) if neither the Exchange Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that Date, Additional Interest shall accrue on the Partnership has consummated or will consummate an Exchange Offer, Registrable Securities over and above the Partnership is required to file stated interest at a Shelf Registration and such Shelf Registration is not filed on or prior to rate of .25% per annum for the later of first 90 days immediately following the Filing Date and 30 days after Date, such Additional Interest rate increasing by an additional .25% per annum at the obligation to file such Shelf Registration arises; orbeginning of each subsequent 90-day period;
(Aii) if neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date Date, Additional Interest shall accrue on the Registrable Securities included or (B) notwithstanding that which should have been included in such Registration Statement over and above the Partnership has consummated or will consummate an Exchange Offer, stated interest at a rate of .25% per annum for the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day first 90 days immediately following the date day after the Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership Company has not exchanged the Notes for Exchange Notes, Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day after the date on which Consummation Date or (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (BC) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Registrable Securities (over and above any interest otherwise payable on the Notes Registrable Securities) at a rate of 0.50.25% per annum for the first 90 days commencing on the (x) 181st day following after the Registration DefaultIssue Date, and increasing to 1.00% thereafterin the case of (A) above, to but excluding or (y) the day on which the Exchange Registration Default has been cured. 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 will be paid semirate increasing by an additional .25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday 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; and provided, further, that (a1) upon the filing of the Exchange Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of Exchange Securities for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Notes Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may not accrue under more than one of be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the foregoing clauses (i)-(iii) at contrary, so long as any one time and in Registrable Security is then covered by an effective Shelf Registration Statement, no event will Additional Interest shall accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaulton such Registrable Security.
(b) The Partnership Company shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts The Company shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due to Holders of Registrable Securities. The Additional Interest due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture. The amount of Additional Interest due pursuant to clause 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 (a)(idetermined 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), (a)(ii) or (a)(iii) and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 will constitutes a reasonable estimate of the damages that may be payable 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 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 accordance with the first such semi-annual date occurring after any such Additional Interest commences to accruethis Section 4.
Appears in 2 contracts
Sources: Registration Rights Agreement (Navistar International Corp /De/New), Registration Rights Agreement (Navistar International Corp /De/New)
Additional Interest. (a) The Partnership, Company and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Company fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Partnership Company has consummated or will consummate an the Exchange Offer, the Partnership Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 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 Date, and 30 days after such Additional Interest rate shall increase by an additional 0.25% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC Commission on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Partnership Company has consummated or will consummate an the Exchange Offer, the Partnership Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC Commission on or prior to the 60th Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership Company has not exchanged the Exchange Notes for 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 180th day following the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the Exchange Offer Registration Statement or the Shelf Registration has been is declared effective and such Shelf Registration but thereafter ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be Period (except as permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, by Section 10(a) hereof) for a period not to exceed 30 of 15 consecutive days in any three-month period without being succeeded immediately by an additional Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, filed and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”)declared effective, then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day following after the Issue Date, in the case of (A) above, or (y) the 16th day after such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday 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 (a1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Exchange Offer Registration Statement or Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes may not accrue under more than one in respect of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Company shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on the interest payment dates and in the manner provided specified in the Indenture and whether or not any cash interest would then be payable on such date(to the holders of record as specified in the Indenture), commencing with the first such semi-annual interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (International Knife & Saw Inc), Registration Rights Agreement (Icn Pharmaceuticals Inc)
Additional Interest. (a) The Partnership, the Parent and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent 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, if:
If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (Aother than the Private Exchange Notes, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement is not filed with or the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later of the Filing Date and 30 days after the obligation to file such Shelf Registration arises; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day following date specified herein for such effectiveness (the date such Shelf Registration was filed; or
“Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Notes in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (Aiv) the Partnership has not exchanged Exchange Offer Registration Statement or the Notes for Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Notes, for 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 Notes validly tendered in accordance with Registration Defaults have been cured, up to a maximum rate of Additional Interest of 0.50% per annum. Upon (1) the terms filing of the Exchange Offer on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been declared effective and such 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 ceases Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (3) the issuance of Exchange Notes in exchange for all Securities (other than the Private Exchange Notes, if issued) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence), or (4) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective at any time prior to (in the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use case of clause (iv) of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”preceding sentence), then additional interest (“Additional Interest”) shall accrue on the principal amount Interest as a result of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the day following the Registration Default, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. Additional Interest will described in such clause shall cease to accrue (but any accrued amount shall be paid semi-annually in arrears with payable) and the interest payment due rate on the first interest payment date following Securities shall revert to the date on which such additional Additional Interest begins to accrue; provided, however, that (a) the Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in original rate if no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf other Registration in a timely manner Default has occurred and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) continuing. The Partnership Issuer shall notify the Trustee within 3 three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Notes, if issued) on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date, commencing with date as set forth in the first such semi-annual date occurring after any such Indenture. Each obligation to pay Additional Interest commences shall be deemed to accrueaccrue 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. (a) The Partnership, the Parent and each Subsidiary Guarantor acknowledges and agrees parties hereto acknowledge that the Holders of Registrable New Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Company fails to fulfill perform 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 precisiondamages. Accordingly, ifin the event that:
(i) (A) the Exchange Offer Registration Statement is has not filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not been filed on or prior to the later 120th day after the Settlement Date, and the Company has not determined upon written advice of outside counsel that due to a change in law or in applicable interpretations of the Filing Date staff of the Commission, that the Company is not permitted to effect the Registered Exchange Offer as provided in Section 3(a)(i);
(ii) the Registered Exchange Offer has not been completed within 250 days of the Settlement Date, and 30 days after the obligation Company has not determined upon written advice of outside counsel that due to file such a change in law or in applicable interpretations of the staff of the Commission, that the Company is not permitted to effect the Registered Exchange Offer as provided in Section 3(a)(i);
(iii) the Shelf Registration arises; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is Statement, if applicable, has not been declared effective by the SEC Commission on or prior to the Effectiveness Date or 150th day after so required pursuant to Section 3 hereof;
(Biv) notwithstanding that after the Partnership Exchange Offer Registration Statement has consummated or will consummate an Exchange Offerbeen declared effective, the Partnership is required Exchange Offer Registration Statement ceases to file a Shelf Registration and such Shelf Registration is not declared be effective by the SEC on or usable prior to the 60th consummation of the Registered Exchange Offer (unless such ineffectiveness or inability to use the Exchange Offer Registration Statement is cured within the 250-day following period after the date such Shelf Registration was filedSettlement Date); or
(iiiv) (A) the Partnership has not exchanged the Notes for 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 date on which the Exchange Shelf Registration Statement was declared effective or (B) Statement, if applicable, has been declared effective, the Shelf Registration has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, usable for a period not to exceed 30 of time that exceeds 120 days in the aggregate in any three12-month period and not in which it is required to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders be effective under this Agreement; (each such event referred to in the foregoing clauses (i) through (v), a “Registration Default,”), then additional interest (“Additional Interest”) shall will accrue on the principal amount of the New Notes affected thereby (in addition to the stated interest on the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but not including, the date on which all filings, determinations, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Additional Interest will accrue at a rate of 0.500.25% per annum for the first 90 days commencing on the day following the while one or more Registration DefaultDefaults is continuing, and increasing to 1.00% thereafterwill be payable at the same time, to but excluding the day on which same persons and in the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following same manner as ordinary interest, until the date on which all filings, determinations, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the applicable New Notes will revert to the interest rate originally borne by such additional Additional Interest begins to accrue; provided, however, that New Notes.
(ab) The Company shall notify the Trustee immediately upon its knowledge of the happening of each and every Registration Default. The Company shall pay the Additional Interest due on the New Notes may by depositing with the Trustee (which shall not accrue under more than one be the Company for these purposes), in trust, for the benefit of the foregoing clauses (i)-(iii) at any one time and Holders entitled thereto, prior to 11:00 a.m. on the next interest payment date specified in no event will the global notes representing the applicable New Notes, sums sufficient to pay the Additional Interest accrue after then due. The Additional Interest due shall be payable on each interest payment date specified by the Effectiveness Period, (b) if a Holder is not able global notes representing the applicable New Notes to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be record holders entitled to receive any Additional Interest with respect the interest payment to its Notes; and be made on such interest payment date.
(c) The parties hereto agree that the Partnership Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of New Notes by reason of the happening of any Registration Default.
(d) All of the Company’s obligations set forth in this Section 5 shall survive the termination of this Agreement.
(e) Any Additional Interest under this Section 5 will constitute liquidated damages and will be the Guarantors will have no other liabilities exclusive remedy, monetary or otherwise, available to any holder of New Notes with respect to any Registration Default.
(b) The Partnership shall notify the Trustee within 3 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue.
Appears in 2 contracts
Sources: Registration Rights Agreement (Verizon Communications Inc), Registration Rights Agreement (Verizon Communications Inc)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if: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) if neither (Ax) the Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 395 days of the closing date of the Acquisition, then Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum on the principal amount of such Registrable Notes for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; PROVIDED that Additional Interest in the aggregate under this Section 4 may not filed with exceed 1.00% per annum of the SEC on or prior to the Filing Date or principal amount of such Registrable Notes; or
(Bii) notwithstanding that the Partnership has Issuers have consummated or will consummate an Exchange Offer, if the Partnership is Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed declared effective on or prior to the later of the Filing Date and 30 days after the obligation to file such Shelf Registration arises; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th 395th day following the date the filing of such Shelf Registration was filedStatement is required or requested pursuant to Section 3(a) hereof, then Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum of the principal amount of such Registrable Notes for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; PROVIDED that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Registrable Notes; or
(iii) (A) the Partnership has not exchanged the Notes for 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 date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective and such Shelf Registration but thereafter ceases to be effective at any time prior at which it is required to be effective under this Agreement and such failure to remain effective exists for more than the Effectiveness Period; provided that number of days permitted by the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use second paragraph of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”)Section 3(a) hereof, then additional interest (“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 first day following the Registration Default, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Shelf Registration Statement ceases to be effective that exceeds the number of days permitted by the second paragraph of Section 3(a) hereof, Additional Interest begins shall accrue on the Registrable Notes at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days from and including such day, as applicable, following the date on which such Shelf Registration Statement ceases to 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 completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Additional Interest shall cease to accrue; provided, however, that (a) the Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Partnership Company shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”)"EVENT DATE") and within one Business Day after such Additional Interest ceases to accrue. Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each June 15 and December 15 (to the holders of record on the dates June 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on December 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Intelsat LTD), Registration Rights Agreement (Intelsat LTD)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date Date, and 30 days after such Additional Interest rate shall increase by an additional 0.25% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 90th day after the date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 91st day following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iiii) - (iii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a Holder is result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Issuers shall not able be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or does not provide the representations and information required in connection with 4(a)(iii)(B) during a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (cSuspension Period permitted by Section 3(a) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaulthereof.
(b) The Partnership Issuers shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each April 15 and October 15 (to the holders of record on the dates April 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on October 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Omega Healthcare Investors Inc), Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. (a) The Partnership, Issuers and the Parent Guarantors acknowledge and each Subsidiary Guarantor acknowledges and agrees agree that the Holders of Registrable Notes will suffer damages if the Partnership, Issuers or the Parent or any Subsidiary Guarantor fails Guarantors fail to fulfill its their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:
(i) (A) the Exchange Registration Statement is not filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later of the Filing Date and 30 days after the obligation to file such Shelf Registration arises; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an Exchange Offer, the Partnership is Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th 90th day following the date such Shelf Registration was filed; or
(iiiii) (A) the Partnership has Issuers have not exchanged the Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Partnership, the Parent Issuers and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the day following the Registration DefaultDefault (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue, and increasing to provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% thereafter, per annum) to but excluding the day on which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrue; provided, however, that (a) the Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i)-(iiii) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership Issuers and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Partnership Issuers shall notify the Trustee within 3 5 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iiia)
(ii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue.
(c) The Representatives acknowledge and agree that the Issuers will not be required to pay Additional Interest once the Notes become freely tradeable under Rule 144.
Appears in 2 contracts
Sources: Registration Rights Agreement (CyrusOne Inc.), Registration Rights Agreement (CyrusOne Inc.)
Additional Interest. (a) The Partnership, the Parent Company and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes Entitled Securities will suffer damages if the Partnership, the Parent Company or any Subsidiary Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company and the Guarantors agree to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) (A) the Exchange Registration Statement is not filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later of the Filing Date and 30 days after the obligation to file such Shelf Registration arises; or
(A) if neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration Statement is declared effective by the SEC Commission on or prior to the Effectiveness Target Date or the Shelf Effectiveness Target Date, as applicable, 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 Effectiveness Target Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(Bii) notwithstanding that if the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration Offer is not declared effective by the SEC consummated on or prior to the 60th day 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 date Exchange Consummation Target Date, such Shelf Registration was filed; orAdditional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(iii) if (A) the Partnership has not exchanged Exchange Offer Registration Statement is declared effective by the Notes for Commission and such Exchange Notes, for all Notes validly tendered in accordance with Offer Registration Statement ceases to be effective or usable at any time prior to the terms of time that the Exchange Offer on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective is consummated, or (B) if applicable, the a Shelf Registration Statement has been declared effective by the Commission and such Shelf Registration Statement ceases to be effective or usable at any time prior to the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use first anniversary of the prospectus that is part its effective date (other than such time as all Notes have been disposed of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Entitled Securities outstanding, over and above any stated interest, at a rate of 0.500.25% per annum for of the first 90 days 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 following such Shelf Registration Statement ceases to be effective, in the Registration Defaultcase of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest on the Notes may will not accrue under more than one of the foregoing clauses (i)-(iiii), (ii) and (iii) at any one time time; and in no event will provided, further, that the maximum Additional Interest accrue after rate on the Effectiveness PeriodEntitled Securities outstanding may not exceed at any one time in the aggregate 1.00% per annum; provided further, that (b1) if a Holder is not able to upon the effectiveness of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a Initial Shelf Registration Statement (in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Partnership shall notify the Trustee within 3 Business Days after each and every date on which an event occurs in respect case of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(ii) above), (a)(ii2) or upon the consummation of the Exchange Offer (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue.case of clause
Appears in 2 contracts
Sources: Registration Rights Agreement (Lantheus Medical Imaging, Inc.), Registration Rights Agreement (Lantheus MI Intermediate, Inc.)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if the Exchange Registration Statement has not been filed on or prior to the Filing Date, then commencing on the day after the Filing Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(Aii) if the Exchange Registration Statement is not filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later of the Filing Date and 30 days after the obligation to file such Shelf Registration arises; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that Date, then commencing on the Partnership has consummated or will consummate an Exchange Offerday after the Effectiveness Date, Additional Interest shall accrue on the Partnership is required to file Notes over and above the stated interest at a Shelf Registration and such Shelf Registration is not declared effective by rate of 0.50% per annum for the SEC on or prior to the 60th day first 90 days immediately following the date day after the Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 60th day after the date on which the Exchange Registration Statement was is declared effective or (B) the Initial Shelf Registration, if required to be filed hereunder, is not declared effective on or prior to the 150th day after the Issue Date or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Notes over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 60th day following the Registration Default, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following 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 additional Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest begins to accruerate 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 1.5% per annum; and provided further, that (a1) upon the filing of the Exchange 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 may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, semi-annually by wire transfer of immediately available funds or by federal funds check on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of record on the regular record date therefor (specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date occurring after any such Additional Interest commences to accrue, subject to Section 2.17 of the Indenture with respect to defaulted interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Purchase Agreement (Packaged Ice Inc), Registration Rights Agreement (Packaged Ice Inc)
Additional Interest. (a) The Partnership, Issuer and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Issuer fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuer agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if the Exchange Registration Statement has not been filed on or prior to the Filing Date, then commencing on the day after the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(Aii) if the Exchange Registration Statement is not filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later of the Filing Date and 30 days after the obligation to file such Shelf Registration arises; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that Date, then commencing on the Partnership has consummated or will consummate an Exchange Offerday after the Effectiveness Date, Additional Interest shall accrue on the Partnership is required to file Notes over and above any stated interest at a Shelf Registration and rate of 0.50% per annum of the principal amount of such Shelf Registration is not declared effective by Notes for the SEC on or prior to the 60th day first 90 days immediately following the date day after the Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership Issuer (and any then existing Subsidiary Guarantor) has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 45th day after the date on which the Exchange Registration Statement was is declared effective or (B) the Initial Shelf Registration, if required to be filed hereunder, is not declared effective on or prior to the Effectiveness Date or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.50% per annum of the principal amount of such Notes for the first 90 days commencing on the (x) 60th day following the Registration Default, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following 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 additional Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest begins to accruerate 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 2.0% per annum; and provided further, that (a1) upon the filing of the Exchange 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 may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuer shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cashsemi-annually, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such semi-annual period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Indenture (Forman Petroleum Corp), Registration Rights Agreement (Forman Petroleum Corp)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date Date, and 30 days after such Additional Interest rate shall increase by an additional 0.25% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 90th day after the date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 91st day following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iiii) - (iii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a Holder is result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Issuers shall not able be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or does not provide the representations and information required in connection with 4(a)(iii)(B) during a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (cSuspension Period permitted by Section 3(a) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaulthereof.
(b) The Partnership Issuers shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each April 1 and October 1 (to the holders of record on the dates March 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on September 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Omega Healthcare Investors Inc), Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. (a) The Partnership, Company and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Company fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") ------------------- under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Partnership Company has consummated or will consummate an the Exchange Offer, the Partnership Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later Filing Date applicable thereto, then, commencing on the day after such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such Filing Date Date, and 30 days after such Additional Interest rate shall increase by an additional 0.25% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Partnership Company has consummated or will consummate an the Exchange Offer, the Partnership Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership Company has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 46th day following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with day period (it being understood and agreed that, notwithstanding any provision to the interest payment due on contrary, so long as any Note which is the first interest payment date following subject of the date on which such additional Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest begins shall accrue on such Note);
(1) upon the filing of the applicable Exchange Offer Registration Statement clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes validly tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to accrue; providedremain effective (in the case of (iii)(B) of this Section 4), however, that (a) the Additional Interest on the Notes may not accrue under more than one in respect of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Company shall notify the Trustee within 3 Business Days three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of ---------- Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each April 15 and October 15 (to the holders of record on the dates April 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on October 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Therma Wave Inc), Registration Rights Agreement (Therma Wave Inc)
Additional Interest. (a) The Partnership, the Parent and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent 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, if:
If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (Aother than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement is not filed with or the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later of the Filing Date and 30 days after the obligation to file such Shelf Registration arises; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day following date specified herein for such effectiveness (the date such Shelf Registration was filed; or
“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 (Aiv) the Partnership has not exchanged Exchange Offer Registration Statement or the Notes for Exchange Notes, for all Notes validly tendered Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in accordance connection with the terms 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 on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been declared effective and such 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 ceases 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 at any time prior to (in the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use case of clause (iv) of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”preceding sentence), then additional interest (“Additional Interest”) shall accrue on the principal amount Interest as a result of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the day following the Registration Default, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. Additional Interest will described in such clause shall cease to accrue (but any accrued amount shall be paid semi-annually in arrears with payable) and the interest payment due rate on the first interest payment date following Securities shall revert to the date on which such additional Additional Interest begins to accrue; provided, however, that (a) the Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in original rate if no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf other Registration in a timely manner Default has occurred and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) continuing. The Partnership Issuer shall notify the Trustee within 3 three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securities, if issued) on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date, commencing with date as set forth in the first such semi-annual date occurring after any such Indenture. Each obligation to pay Additional Interest commences shall be deemed to accrueaccrue 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. (a) The Partnership, Each Issuer and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes Securities will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Issuer fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, ifthe Issuers agree to pay, as liquidated damages, additional interest on the Securities ("Additional Interest") under the circumstances and to the extent set forth below:
(i) (A) if neither the Exchange Registration Statement is not nor the Shelf Registration has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that Date, then, commencing on the Partnership has consummated or will consummate an Exchange Offer91st day after the Issue Date, Additional Interest shall accrue on the Partnership is required to file Notes over and above the stated interest at a Shelf Registration and such Shelf Registration is not filed on or prior to rate of 0.50% per annum for the later of first 90 days immediately following the Filing Date and 30 days after Date, such Additional Interest rate increasing by an additional 0.50% per annum at the obligation to file such Shelf Registration arises; orbeginning of each subsequent 90-day period;
(Aii) if neither the Exchange Registration Statement nor a the Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date Date, then, commencing on the 151st day after the Issue Date, Additional Interest shall accrue on the Securities included or (B) notwithstanding that which should have been included in such Registration Statement over and above the Partnership has consummated or will consummate an Exchange Offer, stated interest at a rate of 0.50% per annum for the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day first 90 days immediately following the date Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership has Issuers have not exchanged the Notes for Exchange Notes, Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 195th day after the date on which Issue Date or (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (BC) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that Period (unless all the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”Securities have been sold thereunder), then additional interest (“Additional Interest”) Interest shall accrue (over and above any interest otherwise payable on the principal amount of the Notes such Securities) at a rate of 0.50% per annum for the first 90 days commencing on (x) the 196th day after the Issue Date with respect to the Securities validly tendered and not exchanged by the Issuers, in the case of (A) above, or (y) the day following the Exchange Registration DefaultStatement ceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding or (z) the day on which such Shelf Registration ceases to be effective in the Registration Default has been cured. case of (C) above, such Additional Interest will be paid semirate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that the Additional Interest rate on any affected Security may not exceed in the aggregate 1.00% per annum; and provided, further, that (a1) upon the filing of the Exchange Registration Statement or a Shelf Registration (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Securities tendered and not validly withdrawn (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named affected Securities as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Securities in cash, cash semi-annually on each February 1 and August 1 (to the holders of record on the dates January 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on July 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Tokheim Corp), Registration Rights Agreement (Tokheim Corp)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to 120 days after the Filing Date Issue Date, or (B) notwithstanding that the Partnership Company has consummated or will consummate an Exchange Offer, the Partnership Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 90th day after the delivery of a Shelf Notice, then commencing on the day after either such required Filing Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Filing Date and 30 days after Date, such Additional Interest rate increasing by an additional 0.25% per annum at the obligation to file such Shelf Registration arises; orbeginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to 180 days after the Effectiveness Issue Date or (B) notwithstanding that the Partnership Company has consummated or will consummate an Exchange Offer, the Partnership Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th 180th day following the date such Shelf Registration was filed, then commencing on the day after the Effectiveness Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership has Issuers have not exchanged the Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of consummated the Exchange Offer on or prior to within 210 days from the 30th Business Day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use second anniversary of the prospectus Issue Date (other than after such time as all Notes have been disposed of thereunder) and is not replaced within 60 days by an Additional Shelf Registration that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments filed and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”)declared effective, then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Notes over and above the Notes stated interest at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 36th day following after such effective date in the Registration Default, and increasing to 1.00% thereafter, to but excluding case of (A) above or (y) the day on which such Shelf Registration ceases to be effective in the Registration Default has been cured. case of (B) above, such Additional Interest will be paid semirate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iiii) through (iii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 0.75% per annum; provided, further, however, that (1) upon the filing of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) above), (b2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required Initial Shelf Registration (in connection with the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in a timely manner and is therefore not named the case of (iii)(B) above), Additional Interest on the Notes as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership accrue and the Guarantors will have no other liabilities with respect interest rate borne by the Registrable Notes shall be reduced to any Registration Defaultthe original interest rate.
(b) The Partnership Issuers shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of record on the regular record date therefor (specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Company and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Company fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:
the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect): (i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto (i.e., 60 days after the Issue Date) or (B) notwithstanding that the Partnership Company has consummated or will consummate an the Exchange Offer, the Partnership Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 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 Date, and 30 days after such Additional Interest rate shall increase by an additional 0.25% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
or (ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto (i.e., 120 days after the Issue Date) or (B) notwithstanding that the Partnership Company has consummated or will consummate an the Exchange Offer, the Partnership Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
or (iii) if (A) the Partnership Company has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) 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 following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday 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 (a1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Partnership shall notify the Trustee within 3 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts such events relate as a result of Additional Interest due pursuant to such clause (a)(ior the relevant subclause thereof), (a)(ii) or (a)(iii) of this Section 4 will be payable in cashas the case may be, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences shall cease to accrue.
Appears in 1 contract
Sources: Registration Rights Agreement (Big Flower Press Holdings Inc /Pred/)
Additional Interest. (a) The Partnership, Company and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Company fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, ifthe Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below:
(i) (A) if neither the Exchange Registration Statement is not nor the Shelf Registration has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that Date, then, commencing on the Partnership has consummated or will consummate an Exchange Offer91st day after the Issue Date, Additional Interest shall accrue on the Partnership is required to file Notes over and above the stated interest at a Shelf Registration and such Shelf Registration is not filed on or prior to rate of 0.50% per annum for the later of first 90 days immediately following the Filing Date and 30 days after Date, such Additional Interest rate increasing by an additional 0.50% per annum at the obligation to file such Shelf Registration arises; orbeginning of each subsequent 90-day period;
(Aii) if neither the Exchange Registration Statement nor a the Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date Date, then, commencing on the 151st day after the Issue Date, Additional Interest shall accrue on the Notes included or (B) notwithstanding that which should have been included in such Registration Statement over and above the Partnership has consummated or will consummate an Exchange Offer, stated interest at a rate of 0.50% per annum for the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day first 90 days immediately following the date Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership Company has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 195th day after the date on which Issue Date or (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (BC) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that Period (unless all the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”Notes have been sold thereunder), then additional interest (“Additional Interest”) Interest shall accrue (over and above any interest otherwise payable on the principal amount of the Notes such Notes) 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 Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (y) the day following the Exchange Registration DefaultStatement ceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding or (z) the day on which such Shelf Registration ceases to be effective in the Registration Default has been cured. case of (C) above, such Additional Interest will be paid semirate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that the Additional Interest rate on any affected Note may not exceed in the aggregate 1.0% per annum; and provided, further, that (a1) upon the filing of the Exchange Registration Statement or a Shelf Registration (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Notes tendered and not validly withdrawn (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the affected Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Company shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Notes in cash, cash semi-annually on each February 1 and August 1 (to the holders of record on the dates January 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on July 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the ------------------- circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) (A) if neither the Exchange Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that Date, then commencing on the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later of day after the Filing Date Date, Additional Interest shall accrue on the Notes over and 30 above the stated interest at a rate of 0.50% per annum for the first 90 days after immediately following the obligation to file Filing Date, such Shelf Registration arises; orAdditional Interest rate in- creasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(Aii) if neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that Date, then commencing on the Partnership has consummated or will consummate an Exchange Offerday after the Effectiveness Date, Additional Interest shall accrue on the Partnership is required to file Notes over and above the stated interest at a Shelf Registration and such Shelf Registration is not declared effective by rate of 0.50% per annum for the SEC on or prior to the 60th day first 90 days immediately following the date day after the Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 60 days after the date on which the Exchange Registration Statement was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Notes over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 61st day following after such effective date in the Registration Default, and increasing to 1.00% thereafter, to but excluding case of (A) above or (y) the day on which such Shelf Registration ceases to be effective in the Registration Default has been cured. case of (B) above, such Additional Interest will be paid semirate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that the Additional Interest rate on the Notes may not exceed -------- ------- in the aggregate 1.0% per annum; and provided further that (a1) upon the filing -------- ------- of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or the 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 may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional ---------- Interest due pursuant pur- suant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of record on the regular record date therefor (specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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 (Young Broadcasting Inc /De/)
Additional Interest. (a) The Partnership, Issuer and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Issuer fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuer agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership Issuer has consummated or will consummate an the Exchange Offer, the Partnership Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later Filing Date applicable thereto, then, commencing on the day after the Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date Date, and 30 days after such Additional Interest rate shall increase by an additional 0.50% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date 15 -13- or (B) notwithstanding that the Partnership Issuer has consummated or will consummate an the Exchange Offer, the Partnership Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the date day after the Effectiveness Date, and such Shelf Registration was filedAdditional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership Issuer has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 180th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) 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) 180th day following after such Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-annually in arrears with day period (it being understood and agreed that, notwithstanding any provision to the interest payment due on contrary, so long as any Note which is the first interest payment date following subject of the date on which such additional Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest begins shall accrue on such Note); (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes validly tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to accrue; providedremain effective (in the case of (iii)(B) of this Section 4), however, that (a) the Additional Interest on the Notes may not accrue under more than one in respect of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuer shall notify the Trustee within 3 Business Days three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each June 15 and December 15 (to the holders of record on the dates June 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on December 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Gaylord Container Corp /De/)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if: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) if neither (Ax) the Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 days of the consummation of the Contribution, then 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 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 filed with exceed 1.00% per annum of the SEC on or prior to the Filing Date or average Accreted Value of such Registrable Notes; or
(Bii) notwithstanding that the Partnership has Issuers have consummated or will consummate an Exchange Offer, if the Partnership is Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed declared effective on or prior to the later of the Filing Date and 30 days after the obligation to file such Shelf Registration arises; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th 360th day following the date the filing of such Shelf Registration was filedStatement is required or requested pursuant to Section 3(a) hereof, then Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum of the 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 in the aggregate under this Section 4 may not exceed 1.00% per annum of the average Accreted Value of such Registrable Notes; or
(iii) (A) the Partnership has not exchanged the Notes for 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 date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective and such Shelf Registration but thereafter ceases to be effective at any time prior at which it is required to be effective under this Agreement and such failure to remain effective exists for more than the Effectiveness Period; provided that number of days permitted by the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use second paragraph of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”)Section 3(a) hereof, then additional interest (“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 first day following the Registration Default, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Shelf Registration Statement ceases to be effective that exceeds the number of days permitted by the second paragraph of Section 3(a) hereof, Additional Interest begins shall accrue on the Registrable Notes at a rate of 0.25% per annum of the 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 accruebe 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 (a1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able shall cease to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Company shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid or added to Accreted Value (an “Event Date”)) and within one Business Day after such Additional Interest ceases to accrue. Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable (i) if such Additional Interest accrued on or prior to the Full Accretion Date, at the option of the Issuers, either (x) added to the Accreted Value of each applicable Note or (y) paid in cash and (ii) if after the Full Accretion Date, paid in cash, in either case semiannually on each February 1 and August 1 (to the holders of record on the dates January 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on July 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the 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 in cash.
Appears in 1 contract
Additional Interest. (a) The Partnership, In the Parent and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent 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, ifevent that:
(i) (Ax) the Exchange a Shelf Registration Statement is not filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later of the Filing Date and 30 days after the obligation to file such Shelf Registration arises; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC SEC, or (y) if the Company shall have designated a previously filed and effective Automatic Shelf Registration Statement as the Shelf Registration Statement for purposes of this Agreement, the Company shall not have filed a supplement to the Prospectus to cover resales of the Registrable Securities by the Holders, in the case of either (x) or (y), on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required Deadline pursuant to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day following the date such Shelf Registration was filed; or
(iii) (A) the Partnership has not exchanged the Notes for 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 date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”Section 2(a)(i), then additional interest (“Additional Interest”) 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 0.50the 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 Effective Date, a Shelf Registration Statement ceases to be effective (without being succeeded immediately by an additional Shelf Registration Statement that is filed and immediately becomes effective) or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Suspension Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided 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, then Additional Interest shall accrue on the principal amount of the Notes at a rate equal to 0.25% per annum for the first 90-day period from the day following the Registration Default45th or 91st day, as the case may be, and increasing an additional 0.50% per annum for each subsequent 90-day period; or
(v) if the Company fails to 1.00% thereafter, name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to but excluding entitle such Holder to be so named in (A) any Shelf Registration Statement at the day on time it first becomes effective or (B) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Registration Default has been cured. Prospectus forms a part becomes effective, on or before the applicable ten Business Day period and Effectiveness Deadline (but subject to the last sentence of Section 2(a)(iii) hereof) then Additional Interest will be paid semi-annually in arrears with the interest payment due accrue on the principal amount of Notes at a rate equal to 0.25% per annum for the first interest payment date 90-day period from the day following the effective date on which of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and an additional Additional Interest begins to accrue0.50% per annum for each subsequent 90-day period; provided, however, that (a) in no event shall Additional Interest accrue at a rate per annum exceeding 0.50% of the principal amount of the Notes; and provided further that Additional Interest on the Notes may not accrue under more than one principal amount of the foregoing clauses Notes as a result thereof shall cease to accrue:
(i)-(iii1) at any one upon the Effective Date (in the case of clause (i) above);
(2) upon the filing of a supplement to the Prospectus (in the case of clause (iii)(A) above) or upon the Effective Date (in the case of clause (iii)(B) above);
(3) upon such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in no event will Additional Interest accrue after the Effectiveness Period, case of clause (biii) if a above);
(4) upon such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause (v) above); or
(5) upon the time such Holder is not able permitted to or does not provide the representations and information required in connection with a sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in a timely manner and is therefore not named as a selling security holder accordance with applicable law (in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and case of clause (cv) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Partnership shall notify the Trustee within 3 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”above). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(iiSection 2(e) or (a)(iii) of this Section 4 will be payable in cash, cash on the dates and in the manner provided in the Indenture and whether or not any cash next succeeding interest would then be payable on such date, commencing with the first such semi-annual payment date occurring after any to Holders entitled to receive such Additional Interest commences on the relevant record dates for the payment of interest. Notwithstanding any provision in this Agreement, in no event shall Additional Interest accrue to accrueholders of Common Shares issued upon exchange of Notes. If any Note ceases to be outstanding during any period for which Additional Interest is accruing, the Company will prorate the Additional Interest payable with respect to such Note.
Appears in 1 contract
Additional Interest. (a) The PartnershipCompany, the Parent Guarantors and each Subsidiary Guarantor acknowledges and agrees the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Partnership, Company and the Parent or any Subsidiary Guarantor fails Guarantors fail to fulfill its material their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company and the Guarantors agree to pay, as liquidated damages, additional interest on the Notes ("Additional ---------- Interest") under the circumstances and to the extent set forth below (without -------- duplication):
(i) (A) if neither the Exchange Registration Statement is not nor the Shelf Registration has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that Date, Additional Interest shall accrue on the Partnership has consummated or will consummate an Exchange Offer, Notes over and above the Partnership is required to file stated interest at a Shelf Registration and such Shelf Registration is not filed on or prior to rate of 0.50% per annum for the later of first 90 days immediately following the Filing Date and 30 days after Date, such Additional Interest rate increasing by an additional 0.25% per annum at the obligation to file such Shelf Registration arises; orbeginning of each subsequent 90-day period;
(Aii) if neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date Date, then, commencing on the 151st day after the Issue Date, Additional Interest shall be accrued on the Notes included or (B) notwithstanding that should have been included in such Registration Statement over and above the Partnership has consummated or will consummate an Exchange Offer, stated interest at a rate of 0.50% per annum for the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day first 90 days immediately following the date Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if either (A) the Partnership has Company and the Guarantors have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 180th day after the date on which Issue Date or (B) the Exchange Registration Statement was 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 (BC) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, Period for a period not to exceed 30 of 15 consecutive days in any three-month period without being succeeded immediately by an additional Exchange Registration Statement filed and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”)declared effective, then additional interest (“Additional Interest”) Inter- est shall accrue be accrued on the principal amount of Notes (over and above any interest otherwise payable on the Notes Notes) at a rate of 0.50% per annum for on (x) the first 90 days commencing on 181st day after the Issue Date, in the case of (A) above, or (y) the day following the Exchange Registration DefaultStatement ceases to be effective without being declared effective within five business days thereafter in the case of (B) above, and increasing to 1.00% thereafter, to but excluding or (z) the day on which such Shelf Registration ceases to be effective, in the Registration Default has been cured. case of (C) above, such Additional Interest will be paid semirate increasing by an additional 0.25% at the beginning of each such subsequent 90-annually in arrears with day period (it being understood and agreed that, notwithstanding any provision to the interest payment due on contrary, so long as any Note that is the first interest payment date following the date on which such additional subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest begins to accrueshall 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 (a1) upon the filing of the -------- ------- Exchange Registration Statement or a Shelf Registration (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)) or upon the effectiveness of the Shelf Registration that had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the affected Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Company and the Guarantors shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts ---------- of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on each May 1 and November 1 (to the holders of record on the dates October 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on April 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (T Sf Communications Corp)
Additional Interest. (a) The PartnershipIssuer, the Parent Subsidiary Guarantors and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, Issuer and the Parent or any Subsidiary Guarantor fails Guarantors fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if: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) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Partnership has Issuer and the Subsidiary Guarantors have consummated or will consummate an the Exchange Offer, the Partnership is Issuer and the Subsidiary Guarantors are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later Filing Date applicable thereto, then, commencing on the day after such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such Filing Date Date, and 30 days after such Additional Interest rate shall increase by an additional 0.25% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Partnership has Issuer and the Subsidiary Guarantors have consummated or will consummate an the Exchange Offer, the Partnership is 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 60th Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership has Issuer and the Subsidiary Guarantors have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 46th day following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with day period (it being understood and agreed that, notwithstanding any provision to the interest payment due on contrary, so long as any Note which is the first interest payment date following subject of the date on which such additional Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest begins to accrueshall 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; provided, further, however, that (a1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes validly tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes may not accrue under more than one in respect of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuer shall notify the Trustee within 3 Business Days three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each April 15 and October 15 (to the holders of record on the dates April 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on October 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Armstrong Containers Inc)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if: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) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of all of the Filing Date Registrable Notes in the case of clause (A) above, and 30 days after on the obligation principal amount of those Registrable Notes to file such which the Shelf Registration arisesrelates, in the case of clause (B) above, and in each case, at a rate of 0.25% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a Shelf Registration is not declared effective by the SEC on or prior to the relevant Effectiveness Date Date, (B) the Initial Shelf Registration is not declared effective by the SEC on or prior to the relevant Effectiveness Date, or (BC) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th 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 relates, in the case of clauses (B) and (C) above, and in each case, at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day later of the 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or the 210th day after the Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period (other than as the result of a Suspension Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) 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 0.500.25% per annum for the first 90 days commencing on the (x) 46th or the 211th, as the case may be, day following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases 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 increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday 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 (a1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes (and the related Guarantees) for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (other than as a result of a Suspension Period) (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes may not accrue under more than one in respect of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Company Issuers shall notify the Trustee within 3 Business Days three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each January 15 and July 15 (to the holders of record on the dates January 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on July 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-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 (Graham Packaging Holdings Co)
Additional Interest. (a) The Partnership, Issuer and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Issuer fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, ifthe Issuer agrees to pay, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below:
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement has not been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that applicable thereto, then, commencing on the Partnership has consummated or will consummate an Exchange Offerday after any such Filing Date, Additional Interest shall accrue on the Partnership is required to file principal amount of the Registrable Notes at a Shelf Registration rate of 0.25% per annum for the first 90 days immediately following each such Filing Date, and such Shelf Registration is not filed on or prior to Additional Interest rate shall increase by an additional 0.25% per annum at the later beginning of the Filing Date and 30 days after the obligation to file such Shelf Registration ariseseach subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is Statement has been declared effective by the SEC on or prior to the applicable Effectiveness Date or (B) notwithstanding that the Partnership Issuer has consummated or will consummate an the Exchange Offer, the Partnership Issuer is required to file a Shelf Registration Statement and such Shelf Registration is Statement has not been declared effective by the SEC on or prior to the 60th day following the date applicable Effectiveness Date with respect to such Shelf Registration was filedStatement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership Issuer has not exchanged the Exchange Notes for 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 165th day following the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasonsthen, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.500.25% 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 DefaultStatement ceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest on the Notes may not under any circumstance accrue under more than one of the foregoing clauses (i)-(iiii), (ii) and (iii) of this Section 4 and the rate at any one time and in no event will which Additional Interest accrue after accrues on the Effectiveness PeriodNotes as a result of the provisions of clauses (i), (bii) if a Holder is and (iii) of this Section 4 may not able to exceed in the aggregate 1.0% per annum; provided further, that (1) upon the filing of the applicable Exchange Offer Registration Statement or does not provide the representations and information required in connection with a applicable Shelf Registration Statement as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of a timely manner and is therefore not named Subsequent Shelf Registration Statement in the case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4), Additional Interest on the Notes as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuer shall notify the Trustee within 3 Business Days three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”), which notice shall also be at least three business days prior to the date of any payment to be made in accordance with the following sentence. Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cashcash simultaneously with, and to the same persons entitled to receive, stated interest on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such dateRegistrable Notes, commencing with the first such semi-annual date payment of interest occurring after any such Additional Interest commences to accrue. The amount of Additional Interest payable with respect to Registrable Notes will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Company and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Company fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto (i.e., 60 days after the Issue Date) or (B) notwithstanding that the Partnership Company has consummated or will consummate an the Exchange Offer, the Partnership Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 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 Date, and 30 days after such Additional Interest rate shall increase by an additional 0.25% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto (i.e., 120 days after the Issue Date) or (B) notwithstanding that the Partnership Company has consummated or will consummate an the Exchange Offer, the Partnership Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership Company has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) 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 following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday 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 (a1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes may not accrue under more than one in respect of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Company shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on each January 1 and July 1 (to the holders of record on the dates December 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on June 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Big Flower Press Holdings Inc)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:each of the Issuers agrees to pay, as liquidated damages, additional interest on the Registrable Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) either the Exchange Registration Statement is or the Initial Shelf Registration has not been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 60th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 61st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and 30 above the stated interest at a rate of 0.25% per annum for the first 90 days after immediately following the obligation to file Filing Date or such Shelf Registration arises; or61st day, as the case may be, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither either the Exchange Registration Statement nor a or the Initial Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC Commission on or prior to the 60th applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the date day after the applicable Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 240th day after the date on which Issue Date, (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to consummation of the Exchange Offer or (BC) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.50.025% per annum for the first 90 days commencing on the (x) 241st day following after the Registration Default, and increasing to 1.00% thereafter, to but excluding Issue Date in the case of (A) above or (y) the day on which such Exchange Registration Statement or Shelf Registration ceases to be effective in the Registration Default has been cured. case of (B) and (C) above, such Additional Interest will be paid semirate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) in no event shall the Additional Interest rate on the Registrable Notes 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 (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 as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Additional Interest may not accrue under pursuant to more than one clause of the foregoing clauses subsection (i)-(iiia) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaulttime.
(b) The Partnership Issuers shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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. Any payments made pursuant to this Section 4 shall have the benefit of Section 4.24 of the Indenture, if applicable.
Appears in 1 contract
Sources: Registration Rights Agreement (3055854 Nova Scotia Co)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Shelf Registration has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later Filing Date applicable thereto, then, commencing on the day after any such lapsed Filing Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each such lapsed Filing Date Date, and 30 days after such Additional Interest rate shall increase by an additional 0.25% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 185th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.500.25% per annum for the first 90 days commencing on (x) the 36th day after such effective date, in the case of (A) above, or (y) the day following such Shelf Registration ceases to be effective in the Registration Defaultcase of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.50% per annum; provided, further, however, that (a1) upon the filing of the applicable Exchange Offer Registration Statement or the Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4), Additional Interest on the Notes may not accrue under more than one in respect of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership accrue and the Guarantors interest rate borne by the Registrable Notes will have no other liabilities with respect be reduced to any Registration Defaultthe original interest rate.
(b) The Partnership Issuers shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each April 15 and October 15 (to the holders of record on the dates April 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on October 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Company and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes Securities will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Company fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative):
(i) if either the Exchange Registration Statement or the Initial Shelf Registration (Ain the event the Exchange Offer is not permitted under applicable law or Commission policy) has not been filed on or prior to the Filing Date, as the case may be, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing to 1.0% per annum thereafter;
(ii) if either the Exchange Registration Statement is not filed with declared effective by the SEC on Commission, or prior to the Filing Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Initial Shelf Registration is not filed on or prior to with the later of the Filing Date and 30 days after the obligation to file such Shelf Registration arises; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC Commission, on or prior to the Effectiveness Date Date, as the case may be, Additional Interest shall accrue on the Registrable Securities which are or (B) notwithstanding that should have been included in such Registration Statement over and above the Partnership has consummated or will consummate an Exchange Offer, stated interest at a rate of .50% per annum for the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day first 90 days immediately following the date day after the Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing to 1.0% thereafter; orand
(iii) if (A) the Partnership Company has not exchanged the Notes for Exchange Notes, Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day after the date on which Consummation Date, (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (BC)
(1) if applicable, the Shelf Registration has not been declared effective and on or prior to the Consummation Date or (2) such Shelf Registration ceases to be effective at any time prior to from and after the Consummation Date and during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Registrable Securities (over and above any interest otherwise payable on the Notes Registrable Securities) at a rate of 0.50.50% per annum for the first 90 days commencing on the (x) 181st day following after the Issue Date, in the case of (A) and (C)(1) above, (y) the day the Exchange Registration DefaultStatement ceases to be effective in the case of (B) above, and or (z) the day such Shelf Registration ceases to be effective in the case of (C)(2) above, such Additional Interest rate increasing to 1.001.0% thereafter, to but excluding the day on which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrue; provided, however, that (a1) upon the filing of the Exchange Registration Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or filing of the Shelf Registration as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), or upon the effectiveness of the Shelf Registration (in the case of (iii)(c) 1 of this Section 4) which had or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C)(2) of this Section 4), Additional Interest on the Notes Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may not accrue under more than one of be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the foregoing clauses (i)-(iii) at contrary, so long as any one time and in Registrable Security is then covered by an effective Shelf Registration Statement, no event will Additional Interest shall accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaulton such Registrable Security.
(b) The Partnership Company shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts The Company shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due to Holders of Registrable Securities. The Additional Interest due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture. The amount of Additional Interest due pursuant to clause 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 (a)(idetermined 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), (a)(ii) or (a)(iii) and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 will constitutes a reasonable estimate of the damages that may be payable 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 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 accordance with the first such semi-annual date occurring after any such Additional Interest commences to accruethis Section 4.
Appears in 1 contract
Additional Interest. (a) The Partnership, Issuer and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Issuer fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuer agrees to pay as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Partnership Issuer has consummated or will consummate an the Exchange Offer, the Partnership Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date Date, and 30 days after such Additional Interest rate shall increase by an additional 0.25% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership Issuer has consummated or will consummate an the Exchange Offer, the Partnership Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership Issuer has not exchanged the Notes for Exchange Notes, Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 300th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use Period (other than because of the prospectus that is part sale of all of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”Securities registered thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Registrable Securities at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 300th day following after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective (other than because of the sale of all of the Securities registered thereunder), in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest rate on the Notes Securities may not accrue under more than one of the foregoing clauses (i)-(iiii) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in no event will the aggregate 0.75% per annum; provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or the Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4) or (3) upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest accrue after on the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required Securities in connection with a Shelf Registration in a timely manner and is therefore not named respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuer shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each June 30 and December 30 (to the dates holders of record on June 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on December 30 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The PartnershipCompany, the Parent Guarantors and each Subsidiary Guarantor acknowledges and agrees the ------------------- Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, Company and the Parent or any Subsidiary Guarantor fails Guarantors fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company and the Guarantors agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") ------------------- under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to within 90 days after the Filing Issue Date or (B) notwithstanding that the Partnership has Company and the Guarantors have consummated or will consummate an Exchange Offer, the Partnership is Company and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 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 30 days after Date, such Additional Interest rate increasing by an additional 0.50% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; orand
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Partnership has Company and the Guarantors have consummated or will consummate an the Exchange Offer, the Partnership is Company and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership has Company and the Guarantors have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 210th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use Period (other than after such time as all Notes have been disposed of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”thereunder), then additional interest (“Additional Interest”) 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 following after the Registration DefaultIssue Date, and increasing to 1.00% thereafterin the case of (A) above, to but excluding or (y) the day on which such Shelf Registration ceases to be effective in the Registration Default has been cured. case of (B) above, such Additional Interest will be paid semirate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest on the Notes may not accrue under -------- ------- more than one of the foregoing clauses (i)-(iiii), (ii) or (iii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 1.5% per annum; provided, further, however, that (b1) if a Holder is not able to upon the filing -------- ------- ------- of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a Shelf Registration as required hereunder (in the case of clause (a)(i) of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or a timely manner and is therefore not named Shelf Registration as required hereunder (in the case of clause (a)(ii) of this Section 4), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (a)(iii)(A) of this Section 4), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (a)(iii)(B) of this Section 4), Additional Interest on the Notes as a selling security holder in a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It is understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Note is then covered by an effective Shelf RegistrationRegistration Statement, the Holder will not be entitled to receive any no Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultshall accrue on such Registrable Security.
(b) The Partnership Company and the Guarantors shall notify the Trustee within 3 Business Days two business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any --------- amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on each February 15 and August 15 (to the holders of record on the dates February 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on August 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Company and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Company fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, additional interest on the Notes ("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (without duplication):
(i) (A) if neither the Exchange Registration Statement is not nor the Shelf Registration has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that Date, Additional Interest shall accrue on the Partnership has consummated or will consummate an Exchange Offer, Notes over and above the Partnership is required to file stated interest at a Shelf Registration and such Shelf Registration is not filed on or prior to rate of 0.50% per annum for the later of first 90 days immediately following the Filing Date and 30 days after Date, such Additional Interest rate increasing by an additional 0.50% per annum at the obligation to file such Shelf Registration arises; orbeginning of each subsequent 90-day period;
(Aii) if neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date Date, then, commencing on the day after the Effectiveness Date, Additional Interest shall be accrued on the Notes included or (B) notwithstanding that should have been included in such Registration Statement over and above the Partnership has consummated or will consummate an Exchange Offer, stated interest at a rate of 0.50% per annum for the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day first 90 days immediately following the date Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iii) if either (A) the Partnership Company has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 190th day after the date on which Issue Date or (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (BC) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue be accrued on the principal amount of Notes (over and above any interest otherwise payable on the Notes Notes) at a rate of 0.50% per annum for on (x) the first 90 days commencing on 191st day after the Issue Date, in the case of (A) above, or (y) the day following the Exchange Registration DefaultStatement ceases to be effective without being declared effective within five business days in the case of (B) above, and increasing to 1.00% thereafter, to but excluding or (z) the day on which such Shelf Registration ceases to be effective, in the Registration Default has been cured. case of (C) above, such Additional Interest will be paid semirate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-annually in arrears with day period (it being understood and agreed that, notwithstanding any provision to the interest payment due on contrary, so long as any Note that is the first interest payment date following the date on which such additional subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest begins to accrueshall accrue on such Note); providedPROVIDED, howeverHOWEVER, that (a) the Additional Interest rate on the Notes any affected Note may not accrue under more than one of the foregoing clauses (i)-(iii) exceed at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Partnership shall notify the Trustee within 3 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue.aggregate
Appears in 1 contract
Sources: Registration Rights Agreement (Town Sports International Inc)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes ("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) a. if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 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 Date, and 30 days after such Additional Interest rate shall increase by an additional 0.50% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
b. if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) c. if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 180th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances Period (other than during any Blackout Period relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”such Shelf Registration), then additional interest (“Additional Interest”) 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 following after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; providedPROVIDED, howeverHOWEVER, that (a1) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iiii) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in no event will the aggregate 1.5% per annum and (2) Additional Interest shall not accrue after under clause (iii)(B) above during the Effectiveness continuation of a Blackout Period; PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if a Holder is not able to upon the effectiveness of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a applicable Shelf Registration Statement as required hereunder (in a timely manner and is therefore not named the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 two Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”"EVENT DATE"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each January 1 and July 1 (to the holders of record on the dates December 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on June 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. No Additional Interest shall accrue with respect to Notes that are not Registrable Notes.
(c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes the sole damages that will be suffered by Holders of Registrable Notes by reason of the occurrence of any of the events described in Section 4(a)(i)-(iii) hereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Commemorative Brands Inc)
Additional Interest. (a) The PartnershipIssuers, the Parent Guarantor and each Subsidiary Guarantor acknowledges and agrees the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Partnership, Issuers and the Parent or any Subsidiary Guarantor fails fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, ifthe Issuers and the Guarantor agree to pay additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below:
(i) (A) if the Exchange Registration Statement is has not been filed with the SEC on or prior to the Filing Date Date;
(ii) if the Exchange Registration Statement has not been declared effective on or prior to the Effectiveness Date;
(Biii) notwithstanding that the Partnership has consummated or will consummate if an Exchange Offer, the Partnership is required to file a Initial Shelf Registration and such Shelf Registration is required by Section 2(c) has not been filed on or prior to the later of the Filing Date and 30 days after the obligation to file such date required by Section 3(a);
(iv) if an Initial Shelf Registration arises; or
(Arequired by Section 2(c) neither the Exchange Registration Statement nor a Shelf Registration is has not been declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is date required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day following the date such Shelf Registration was filedSection 3(a); orand/or
(iiiv) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 180 days after the date on which Issue Date or (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (BC) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership(each such event referred to in clauses (i) through (v) above is a "Registration Default"), the Parent and the Subsidiary Guarantors will be permitted sole remedy available to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate will be the immediate accrual of 0.50% Additional Interest as follows: the per annum for interest rate on the Notes will increase by 50 basis points during the first 90 days commencing on the 90-day period following the occurrence of a Registration Default, Default and increasing to 1.00% thereafter, to but excluding until it is waived or cured; and the per annum interest rate will increase by an additional 25 basis points for each subsequent 90-day on period during which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the remains uncured, up to a maximum additional interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrue; rate of 200 basis points per annum, provided, however, that only Holders of Private Exchange Notes -------- ------- shall be entitled to receive Additional Interest as a result of a Registration Default pursuant to clause (aiii) or (iv), provided, further, that (1) upon the -------- ------- filing of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or a Shelf Registration (in the case of (ii) above), (3) upon the filing of the Shelf Registration (in the case of (iii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), or (5) upon the exchange of Exchange Notes for all Notes tendered (in the case of (v)(A) above), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (v)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(C) above), Additional Interest on the Notes may not accrue under more than one as a result of the foregoing clauses such clause (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Periodi), (bii), (iii), (iv) if a Holder is not able or (v) (or the relevant subclause thereof), as the case may be, shall cease to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership accrue and the Guarantors interest rate on the Notes will have no other liabilities with respect revert to any Registration Defaultthe interest rate originally borne by the Notes.
(b) The Partnership Issuers and the Guarantor shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iiia) of this Section 4 will be payable in cash, cash semi-annually on each February 15 and August 15 (to the Holders of record on the dates February 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on August 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrueaccrue and until such Registration Default is cured, by depositing with the Trustee, in trust for the benefit of such Holders, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Insight Communications of Central Ohio LLC)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Registerable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing date 90 days after the Issue Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 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 Date, and 30 days after such Additional Interest rate shall increase by an additional 0.50% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness date 180 days after the Issue Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day following the date Effectiveness Date in respect of such Shelf Registration was filedRegistration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days immediately following such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 45th day after the date on which the applicable Exchange Offer Registration Statement was or Shelf Registration is declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use second anniversary of the prospectus that is part Issue Date (other than after such time as all Notes have been disposed of the Shelf Registration if its management determines thereunder or all Notes are eligible to do so for valid business reasons, including circumstances relating be sold pursuant to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”Rule 144(k)), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Securities 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 following such Shelf Registration ceases to be effective, in the Registration Defaultcase of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday 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 in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 1.00% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if a Holder is not able to upon the effectiveness of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a applicable Shelf Registration as required hereunder (in a timely manner and is therefore not named the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each May 1 and November 1 (to the holders of record on the dates April 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on October 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Fleming Companies Inc /Ok/)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 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 and 30 days after Date, such Additional Interest shall increase by an additional .25% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after the applicable Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of .25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and the rate of such Additional Interest shall increase by an additional .25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use Period (other than such time as all Notes have been disposed of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.50.25% per annum for the first 90 days commencing on the (x) 46th day following after such effective date, in the Registration Defaultcase of (A) above, and increasing to 1.00% thereafter, to but excluding or (y) the day on which such Shelf Registration ceases to be effective in the Registration Default has been cured. case of (B) above, such Additional Interest will be paid semishall increase by an additional .25% per annum at the beginning of each such subsequent 90-annually in arrears with day period (it being understood and agreed that, notwithstanding any provision to the interest payment due on contrary, so long as any Note that is the first interest payment date following the date on which such additional subject of a Shelf Notice is then covered by an effective Shelf Registration, no Additional Interest begins shall accrue or accumulate on such Notes); applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4(a)), (2) upon the effectiveness of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to accrue; providedremain effective (in the case of (iii)(B) of this Section 4(a)), however, that (a) the Additional Interest on the Notes may not accrue under more than one in respect of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) accrue or accumulate, as the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultcase may be.
(b) The Partnership Issuers shall notify the Trustee (who shall be acting under and protected by the terms of the Indenture) within 3 Business Days three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will shall be payable in cash, cash semiannually on each January 1 and July 1 (to the holders of record on the dates December 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on June 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable rate of Additional Interest by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such rate of Additional Interest was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Roma Fort Worth Inc)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, ifthe Obligors agree to pay liquidated damage payments on the Notes ("DAMAGE AMOUNTS") under the circumstances set forth below:
(i) (A) if the Exchange Registration Statement is has not been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership Initial Shelf Registration has consummated or will consummate an Exchange Offer, not been filed within 30 days following the Partnership is required to file delivery of a Shelf Registration and such Shelf Registration is not filed on or Notice prior to the later of the Filing Date and 30 days after the obligation to file such Shelf Registration arises; orfiling date;
(Aii) if neither the Exchange Registration Statement nor a the Initial Shelf Registration is has been declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day following the date such Shelf Registration was filedDate; orand/or
(iii) if either (A) ), if applicable, the Partnership has Issuers have not exchanged the Exchange Notes for 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 180th day following the date on which Issue Date or (B) , if applicable, the Exchange Registration Statement was declared ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (BC) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use earlier of the prospectus that is part of date on which all Registrable Notes covered by the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments have been sold in the manner set forth and similar events as contemplated in the Shelf Registration or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature second anniversary of the event giving rise to a suspension in any notice of suspension provided to the Holders Issue Date; (each such event referred to in clauses (i) through (iii) above is a “Registration Default,”"REGISTRATION DEFAULT"), then additional interest (“Additional Interest”) shall accrue on the principal amount sole remedy available to holders of the Notes will be the accrual and cash payment of Damage Amounts as follows: upon the occurrence of one or more Registration Defaults, Damage Amounts shall begin to accrue at a rate of 0.50equal to 0.5% per annum of the average Accreted Value of the Notes for the first 90 days commencing on the day following the Registration Default, and increasing to 1.00% thereafter, to but excluding the day on during which the any such Registration Default has been cured. Additional Interest exists; and the per annum Damage Amount accrual rate will be paid semiincrease by an additional 0.25% per annum of the average Accreted Value (as defined in the Indenture) of the Notes for each subsequent 90-annually in arrears with day period during which any Registration Default remains uncured, up to a maximum Damage Amount accrual rate of 2.0% per annum of the interest payment due on average Accreted Value of the first interest payment date following the date on which such additional Additional Interest begins to accrue; providedNotes for all Registration Defaults, howeverPROVIDED, HOWEVER, that (a1) upon the Additional Interest filing of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or a Shelf Registration (in the case of (ii) above) or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), Damage Amounts on the Notes may not accrue under more than one as a result of the foregoing clauses such clause (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Periodi), (bii) if or (iii) (or the relevant subclause thereof), as the case may be, shall cease to accrue, and PROVIDED, FURTHER, that in the case of a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf RegistrationDefault under (iii)(C) above, the Holder will not only be entitled to receive any Additional Interest payable with respect to its Notes so long as they are Registrable Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is Damage Amounts are required to be paid (an “Event Date”"EVENT DATE"). Any amounts of Additional Interest Damage Amounts due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on each March 31 and September 30 (to the Holders of record on the dates March 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on September 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences Damage Amounts commence to accrue. The Damage Amounts with respect to each Note will be determined by multiplying the applicable Damage Amounts accrual rate by the average Accreted Value of such Note during the applicable period, multiplied by a fraction, the numerator of which is the number of days such Damage Amounts accrual rate were 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 (Acme Intermediate Holdings LLC)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Registerable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, additional interest on the Notes (but not the Existing 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 is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing date 90 days after the Issue Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 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 Date, and 30 days after such Additional Interest rate shall increase by an additional 0.50% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness date 180 days after the Issue Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day following the date Effectiveness Date in respect of such Shelf Registration was filedRegistration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days immediately following such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Securities and Existing Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 45th day after the date on which the applicable Exchange Offer Registration Statement was or Shelf Registration is declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use second anniversary of the prospectus that is part Issue Date (other than after such time as all Notes have been disposed of the Shelf Registration if its management determines thereunder or all Notes are eligible to do so for valid business reasons, including circumstances relating be sold pursuant to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”Rule 144(k)), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Securities 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 following such Shelf Registration ceases to be effective, in the Registration Defaultcase of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday 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 in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 1.00% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if a Holder is not able to upon the effectiveness of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a applicable Shelf Registration as required hereunder (in a timely manner and is therefore not named the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each January 31 and July 31 (to the holders of record on the dates January 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on July 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Fleming Companies Inc /Ok/)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, ifthe Issuers agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances ------------------- and to the extent set forth below:
(i) if (A) neither the Exchange Registration Statement is not nor the Shelf Registration has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later Filing Date, then, commencing on the 151st day after the Issue Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Filing Date and 30 days after Date, such Additional Interest increasing by an additional 0.25% per annum at the obligation to file such Shelf Registration arises; orbeginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor a the Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day following the date Effectiveness Date in respect of such Shelf Registration was filedRegistration, then, commencing on the day after the applicable Effectiveness Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following such Effectiveness Date, such Additional Interest increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership Company has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 240th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided subject to the Holders (each a “Registration Default,”last sentence of Section 4(a), then additional interest (“Additional Interest”) Interest shall accrue (over and above any interest otherwise payable on the principal amount of the Notes such Notes) at a rate of 0.500.25% per annum for on (x) the first 90 days commencing on 241st day after the Issue Date with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (y) the day following such Shelf Registration ceases to be effective, in the Registration Defaultcase of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semiincreasing by an additional 0.25% per annum at the begin- ning of each such subsequent 90-annually in arrears with day period (it being understood and agreed that, notwithstanding any provision to the interest payment due on contrary, so long as any Note that is the first interest payment date following the date on which such additional subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest begins to accrueshall 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 (a1) upon the -------- ------- filing of the Exchange Registration Statement or a Shelf Registration (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Notes tendered and not validly withdrawn (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf Registration that had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the affected Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding the foregoing, the Company may publish a notice ("Shelf Registration Suspension ----------------------------- Notice") that the Shelf Registration is no longer effective or that the ------ prospectus included therein is unusable pending the announcement of a material corporate transaction and, in the event that the aggregate number of days in any 12-month period for which all such notices does not exceed 45 days, Additional Interest will not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest payable with respect to its Notes; and (c) such 45 days, as set forth above, as the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultresult of such suspension.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of ---------- Additional Interest due pursuant to clause clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will shall be payable to the Holders of affected Notes as of the relevant record date in cash, cash semi-annually on the same original interest payment dates and as the Notes (as set forth in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, Indenture) commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 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 Date, and 30 days after such Additional Interest rate shall increase by an additional 0.50% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for 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 earlier of the 225th day following the Issue Date and the 45th day from date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) 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 DefaultStatement 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 increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iiii) — (iii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 2.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if a Holder is not able to upon the effectiveness of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a applicable Shelf Registration Statement as required hereunder (in a timely manner and is therefore not named the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each February 15 and August 15 (to the holders of record on the dates February 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on August 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Dealer Manager agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, ifeach of the Issuers agrees to pay, as liquidated damages, additional interest (“Additional Interest”) on the Registrable Notes under the circumstances and to the extent set forth below:
(i) if (A) neither the Exchange Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an Registered Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 90th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 91st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and 30 above the stated interest at a rate of 0.25% per annum for the first 90 days after immediately following the obligation to file Filing Date or such Shelf Registration arises; or90th day, as the case may be, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an Registered Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC Commission on or prior to the 60th applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the date day after the applicable Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership has Issuers have not exchanged the Registered Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Registered Exchange Offer on or prior to the 30th Business Day 270th day after the date on which Issue Date, (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to consummation of the Registered Exchange Offer or (BC) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 270th day following after the Registration Default, and increasing to 1.00% thereafter, to but excluding Issue Date in the case of (A) above or (y) the day on which such Exchange Registration Statement or Shelf Registration ceases to be effective in the Registration Default has been cured. case of (B) and (C) above, such Additional Interest will be paid semirate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest rate on the Registrable Notes may not accrue under exceed in the aggregate 1.0% per annum; provided further that if more than one of the foregoing clauses (i)-(iii) subparagraphs is applicable at any one the same time and in no event will the Additional Interest accrue after then payable on the Effectiveness PeriodRegistrable Notes shall be the higher of the amounts provided by such applicable subparagraphs (and not the sum thereof); provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (b2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a each Shelf Registration, as the Holder will not case may be entitled (in the case of (ii) above), or (3) upon the exchange of 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 receive any remain effective (in the case of (iii)(B) and (C) above), Additional Interest with respect on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 five (5) Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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 the sole and exclusive remedy for any failure by the Issuers to comply with Sections 2, 3 and 5 hereof.
Appears in 1 contract
Additional Interest. (a) The Partnership, the Parent and each Subsidiary Guarantor acknowledges and agrees parties hereto agree that the Holders of Registrable Transfer Restricted Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 1 or Section 3 hereof 2, as applicable, and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, if:
in the event that either (i) the Registered Exchange Offer is not completed (Aother than in the event the Issuers file a Shelf Registration Statement) or (ii) the Exchange Shelf Registration Statement Statement, if required hereby, is not filed with the SEC declared effective, in either case on or prior to the Filing Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later of the Filing Date and 30 270 days after the obligation to file such Shelf Issue Date (the "Target Registration arises; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange OfferDate"), the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC interest rate on or prior to the 60th day following the date such Shelf Registration was filed; or
(iii) (A) the Partnership has not exchanged the Notes for 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 date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders increased by (each a “Registration Default,”), then additional interest (“Additional Interest”x) shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 90-day period immediately following the Target Registration Date and (y) an additional 0.25% per annum thereafter in each case until the Registered Exchange Offer is completed or the Shelf Registration Statement, if required hereby, is declared effective by the Commission or the Notes cease to constitute Transfer Restricted Notes.
(b) If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective, or the prospectus contained therein ceases to be usable at any time during the Shelf Registration Period (as a result of the issuance by the Issuers of a notice that the Shelf Registration Statement is unusable pending the announcement of a material corporate transaction, the issuance by the Issuers of a notice suspending use of the Shelf Registration Statement as may be required under applicable securities laws to be issued or for any other reason), and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any twelve-month period, then the interest rate on Notes that constitute Transfer Restricted Notes will be increased (commencing on the 61st day in such twelve-month period) by (x) 0.25% per annum for the first 90-day period 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 on such date that the Shelf Registration Statement has again been declared effective or the prospectus contained therein again becomes usable. If after any such cessation of the accrual of additional interest the Shelf Registration Statement again ceases to be effective or the prospectus contained therein again ceases to be usable beyond the period permitted above, additional interest will again accrue pursuant to the foregoing provisions.
(c) The Issuers shall notify the Trustee and the paying agent under the Indenture promptly upon the happening of each and every event that results in the accrual of additional interest pursuant to Section 3(a) or 3(b) (any such event being called a "Registration Default"). The Issuers shall pay the additional interest due on the Transfer Restricted Notes by depositing with the paying agent (which may not be either of the Issuers for these purposes), in trust, for the benefit of the Holders thereof, prior to 10:00 a.m., New York City time, on the next interest payment date specified by the Indenture and increasing the Notes, sums sufficient to 1.00% thereafter, pay the additional interest then due. The additional interest due shall be payable on each interest payment date specified by the Indenture and the Notes to but excluding the day on which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with record holder entitled to receive the interest payment due to be made on such date. Each obligation to pay additional interest shall be deemed to accrue from and including the first date of the applicable Registration Default.
(d) The parties hereto agree that the liquidated damages in the form of additional interest payment date following 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 additional Additional Interest begins to accrue; provided, however, that (a) Note has been exchanged for a freely transferable Exchange Note in the Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness PeriodRegistered Exchange Offer, (bii) if a Holder is not able to or does not provide each Note until the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Partnership shall notify the Trustee within 3 Business Days after each and every date on which an event occurs it has been registered under the Securities Act and disposed of in respect 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 which Additional Interest is Transfer Restricted Notes if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be paid (an “Event Date”). Any amounts of Additional Interest due provided by it, if any, pursuant to clause (a)(iSection 4(n), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue.
Appears in 1 contract
Sources: Registration Rights Agreement (Universal City Development Partners LTD)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration Statement has been filed with the SEC on or prior to before the applicable Filing Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration Statement and such Shelf Registration is Statement has not been filed with the SEC on or prior to the later of before the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each such Filing Date, and 30 days after such Additional Interest rate shall increase by an additional 0.25% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is Statement has been declared effective by the SEC on or prior to before the applicable Effectiveness Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration Statement and such Shelf Registration is Statement has not been declared effective by the SEC on or prior before the applicable Effectiveness Date with respect to the 60th day following the date such Shelf Registration was filedStatement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, (and related guarantees) for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective before November 24, 2005 or (B) if applicable, the a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasonsthen, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.500.25% per annum for the first 90 days commencing on (x) November 24, 2005, in the case of (A) above, or (y) the day following such Shelf Registration Statement ceases to be effective in the Registration Defaultcase of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest rate on the Notes may not under any circumstance accrue under more than one of the foregoing clauses (i)-(iiii), (ii) and (iii) of this Section 4 and the rate at any one time and in no event will which Additional Interest accrue after accrues on the Effectiveness PeriodNotes as a result of the provisions of clauses (i), (bii) if a Holder is and (iii) of this Section 4 may not able to exceed in the aggregate 1.0% per annum; provided further, that (1) upon the filing of the applicable Exchange Offer Registration Statement or does not provide the representations and information required in connection with a applicable Shelf Registration Statement as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes (and related guarantees) for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of a timely manner and is therefore not named Subsequent Shelf Registration Statement in the case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4), Additional Interest on the Notes as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”), which notice shall also be at least three business days prior to the date of any payment to be made in accordance with the following sentence. Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cashcash simultaneously with, and to the same persons entitled to receive, stated interest on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such dateNotes, commencing with the first such semi-annual date payment of interest occurring after any such Additional Interest commences to accrue. The amount of Additional Interest payable with respect to Registrable Notes will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Company and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchaser agree that the Holders of affected Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Company fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, ifthe Company agrees to pay, as liquidated damages and as the sole and exclusive remedy therefor, additional interest on affected Notes ("Additional Interest") under the circumstances and to the extent set forth below:
(i) (A) if the Exchange Offer Registration Statement is not filed with the SEC within 45 days following the Issue Date Additional Interest shall accrue on or prior the Notes to be exchanged pursuant to the Filing Exchange Offer Registration Statement over and above the stated interest at a rate of 0.50% per annum for the first 30 days commencing on the 46th day after the Issue Date or such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period;
(Bii) notwithstanding that if the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration Statement is not filed with the SEC within 45 days following receipt by the Company of a Shelf Request, Additional Interest shall accrue on or prior the Shelf Notes that are the subject of a Shelf Request over and above the stated interest at a rate of 0.50% per annum for the first 30 days commencing on the 46th day after the receipt by the Company of the Shelf Request, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period;
(iii) if the Exchange Offer Registration Statement is not declared effective within 120 days following the Issue Date, Additional Interest shall accrue on the Notes to be exchanged pursuant to the later Exchange Offer Registration Statement over and above the stated interest at a rate of 0.50% per annum for the Filing Date and 30 first 90 days commencing on the 121st day after the obligation to file Issue Date, such Shelf Registration arisesAdditional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(Aiv) neither if the Exchange Shelf Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective within 120 days following receipt by the SEC Company of a Shelf Request, Additional Interest shall accrue on or prior to the 60th day following Shelf Notes that are included in the date such Shelf Registration was filedStatement over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the 121st day after the receipt by the Company of the Shelf Request, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iiiv) if (A) the Partnership Company has not exchanged the Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 180 days after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the Shelf Exchange Offer Registration has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the Effectiveness Period; provided time that the PartnershipExchange Offer is consummated, then Additional Interest shall accrue over and above the Parent stated interest at a rate of 0.50% per annum for the first 90 days commencing on (x) the 181st day after the Issue Date with respect to the Notes validly tendered and not exchanged by the Subsidiary Guarantors will Company, in the case of (A) above, or (y) the day the Exchange Offer Registration Statement ceases to be permitted effective or usable for its intended purpose with respect to suspend the use Notes to be exchanged pursuant to the Exchange Offer Registration Statement in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the prospectus that is part beginning of each subsequent 90-day period;
(vi) if the Shelf Registration if its management determines Statement has been declared effective and such Shelf Registration Statement ceases to do so for valid business reasons, including circumstances relating be effective at any time prior to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature end of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”)Effectiveness Period, then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Shelf Notes remaining unsold that were included in the Notes Shelf Registration Statement over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the day following the such Shelf Registration DefaultStatement ceases to be effective, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that the Additional Interest rate on the Notes under clauses (ai) through (vi) above may not exceed in the aggregate 2.0% per annum; and provided further, that (1) upon the filing of the Exchange Offer Registration Statement or Shelf Registration Statement (in the case of clauses (i) or (ii) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement (in the case of clauses (iii) or (iv) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (v)(A) above), or upon the effectiveness of the Exchange Offer Registration Statement which had ceased to remain effective (in the case of clause (v)(B) above), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (vi) above), Additional Interest on the applicable Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named Notes as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Company shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). The Company shall pay the Additional Interest due on the transfer restricted Notes by depositing with the paying agent (which shall not be the Company for these purposes) for the transfer restricted Notes, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next interest payment date specified by the Indenture (or such other indenture), sums sufficient to pay the Additional Interest then due. Any amounts of Additional Interest due pursuant to clause subsection (a)(i), (a)(ii) or (a)(iiia) of this Section 4 will be payable to the Holders of affected Notes in cash, cash semi-annually on the dates and in the manner provided in each interest payment date specified by the Indenture and whether (or not any cash such other indenture) to the record holders entitled to receive the interest would then payment to be payable made on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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
Sources: Exchange and Registration Rights Agreement (Mediaamerica Inc)
Additional Interest. (a) The Partnership, Issuer and the Parent Company and each Subsidiary Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, Issuer and the Parent or any Subsidiary Guarantor fails Company fail to fulfill its material their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuer agrees to pay as liquidated damages, additional interest on the Notes (the "Additional Interest") under the circumstances and to the extent as follows (without duplication):
(i) if (A) neither the Exchange Registration Statement is not nor the Shelf Registration Statement has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership has Issuer and the Company have consummated or will consummate an Exchange Offer, the Partnership is 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 later 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 Filing Date and 30 Notes at a rate of 0.25% per annum for the first 90 days after immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90 day period; or
(ii) if (A) neither the Exchange Registration Statement nor a the Shelf Registration is Statement has been declared effective by the SEC on or prior to 180 days after the Effectiveness Issue Date or (B) notwithstanding that the Partnership has Issuer and the Company have consummated or will consummate an Exchange Offer, the Partnership is Issuer and the Company are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 60th 90th day following the date such Shelf Registration Statement was filed, then, commencing on the first day after the 180th day following the Issue Date or the day after the 90th day such Shelf Registration Statement was filed, as the case may be, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or;
(iii) if (A) the Partnership has Issuer and the Company have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 210th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use second anniversary of the prospectus that is part its effective date (other than after such time as all Notes have been disposed of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on (x) the 211th day after the Issue Date, in the case of (A) above, or (y) the day following such Shelf Registration Statement ceases to be effective in the Registration Defaultcase of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate by increasing by an additional 0.25% per annum at the beginning of each subsequent 90-annually day period;
(1) upon the filing of the Exchange Registration Statement or a Shelf Registration Statement (in arrears with the interest payment due on case of Section 4(a)(i)), (2) upon the first interest payment date following effectiveness of the date on Exchange Registration Statement or Shelf Registration Statement (in the case of Section 4(a)(ii)), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of Section 4(a)(iii)(A)), or upon the effectiveness of the Shelf Registration Statement which such additional Additional Interest begins had ceased to accrue; providedremain effective (in the case of Section 4(a)(iii)(B)), however, that (a) the Additional Interest Liquidated Damages on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registrationresult of such Section, as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership accrue and the Guarantors interest rate borne by the registrable notes will have no other liabilities with respect be reduced to any Registration Defaultthe original interest rate.
(b) The Partnership Issuer and the Company shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts ---------- of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each February 15 and August 15 (to the dates holders of record on February 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such dateAugust 1), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (BRL Universal Equipment Corp)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes Securities will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, additional interest on the Securities ("Additional Interest") under the circumstances and to the extent set forth below (without duplication):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Shelf Registration Statement has been filed with the SEC on or prior to 90 days after the Filing Issue Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the later Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Securities over and above the stated interest at a rate of 0.5% per annum for the first 90 days immediately following the Filing Date and 30 days after Date, such Additional Interest rate increasing by an additional 0.5% per annum at the obligation to file such Shelf Registration arises; orbeginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration Statement is declared effective by the SEC on or prior to 180 days after the Effectiveness Issue Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is 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 60th 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.5% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.5% per annum at the beginning of each subsequent 90-day period; orand
(iii) if either (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 210th day after the date on which the Exchange Offer Registration Statement was declared effective effective; 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 consummated not later than the next succeeding Business Day or (B) if applicable, the a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use second anniversary of the prospectus that is part Issue Date (other than after such time as all Notes have been disposed of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.500.5% per annum for the first 90 days commencing on (x) the 211th day after such effective date, in the case of (A) above, or (y) the day following such Shelf Registration Statement ceases to be effective, in the Registration Defaultcase of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate increasing by an additional 0.5% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest rate on the Notes Securities may not accrue under more than one of the foregoing clauses (i)-(iiii) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and in no event will Additional Interest accrue after provided, further, however, that (1) upon the Effectiveness Period, (b) if a Holder is not able to filing of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a Shelf Registration Statement (in a timely manner and is therefore not named the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Securities as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cashcash semi-annually on each January 1 and July 1, commencing January 1, 2004, (to the holders of record on the December 15 and June 15 immediately preceding such dates), the same original interest dates and in as the manner provided in the Indenture and whether or not any cash interest would then be payable on such dateSecurities, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Company and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Company fails to fulfill its material obligations under Section Sections 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, ifthe Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below:
(i) (A) if neither the Exchange Offer Registration Statement is not nor the Shelf Registration Statement has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that Date, then, commencing on the Partnership has consummated or will consummate an Exchange Offer91st day after the Issue Date, Additional Interest shall accrue on the Partnership is required to file Notes over and above the stated interest at a Shelf Registration and such Shelf Registration is not filed on or prior to rate of 0.50% per annum for the later of first 90 days immediately following the Filing Date and 30 days after Date, such Additional Interest rate increasing by an additional 0.50% per annum at the obligation to file such Shelf Registration arises; orbeginning of each subsequent 90-day period;
(Aii) if neither the Exchange Offer Registration Statement nor a the Shelf Registration Statement is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that Date, then, commencing on the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th 211th day following the date Issue Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership Company has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer and not withdrawn on or prior to the 30th Business Day 255th day after the date on which the Exchange Registration Statement was declared effective 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 has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Notes, over and above the Notes stated interest otherwise payable on such Notes, at a rate of 0.50% per annum for the first 90 days commencing on (x) the 256th day after the Issue Date with respect to the Notes validly tendered and not exchanged by the Company in the case of (A) above, (y) the day following the Exchange Offer Registration DefaultStatement ceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding or (z) the day on which such Shelf Registration ceases to be effective in the Registration Default has been cured. case of (C) above, such Additional Interest will be paid semirate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-annually in arrears with day period (it being understood and agreed that, notwithstanding any provision to the interest payment due on contrary, so long as any Note which is the first interest payment date following the date on which such additional subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest begins to accrueshall accrue on such Note); provided, however, that the Additional Interest rate on any affected Note may not exceed in the aggregate 1.5% per annum; and provided, further, that (a1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of clause (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered and not validly withdrawn (in the case of clause (iii)(A) above) or upon the effectiveness of the Exchange Offer Registration Statement which had ceased to remain effective (in the case of (iii)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Company shall notify the Trustee within 3 Business Days three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause clauses (a)(i), (a)(iiii) or (a)(iiiiii) of this Section 4 above will be payable to the Holders of affected Notes in cash, on the dates and same Interest Payment Dates as specified in the manner provided in Notes. The amount of Additional Interest will be determined by multiplying the Indenture and whether or not any cash interest would then be payable on applicable Additional Interest rate by the principal amount of the Notes of such dateHolders, commencing with multiplied by a fraction, the first such semi-annual date occurring after any numerator of which is the number of days such Additional Interest commences to accruerate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Anchor Glass Container Corp /New)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later Filing Date applicable thereto, then, commencing on the day after such applicable Filing Date, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following each such applicable Filing Date Date, and 30 days after such Additional Interest rate shall increase by an additional 0.50% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day following the date such Shelf Registration was filed, then, commencing on such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes so affected 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 Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use Period (other than after such time as all Notes have been disposed of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days commencing on the (x) 46th day following after such effective date, in the Registration Defaultcase of (A) above, and increasing to 1.00% thereafter, to but excluding or (y) the day on which such Shelf Registration ceases to be effective in the Registration Default has been cured. case of (B) above, such Additional Interest will be paid semirate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (a1) upon the filing of the Exchange Registration Statement or a Shelf Registration (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on each June 15 and December 15 (to the holders of record on the dates June 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on December 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Penn National Gaming Inc)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, ifthe Issuers agree to pay, as the sole liquidated damages for such failure, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below:
(i) (A) if neither the Exchange Registration Statement is not nor the Shelf Registration has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that Date, then, commencing on the Partnership has consummated or will consummate an Exchange Offer61st day after the Issue Date, Additional Interest shall accrue on the Partnership is required to file Notes over and above the stated interest at a Shelf Registration and such Shelf Registration is not filed on or prior to rate of 0.50% per annum for the later of the Filing Date and first 30 days commencing on the 61st day after the obligation to file Issue Date, such Shelf Registration arises; orAdditional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period;
(Aii) if neither the Exchange Registration Statement nor a the Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date Date, then, commencing on the 91st day after the Filing Date, Additional Interest shall accrue on the Notes included or (B) notwithstanding that which should have been included in such Registration Statement over and above the Partnership has consummated or will consummate stated interest at a rate of 0.50% per annum for the first 30 days commencing on the 91st day after the Filing Date, such Additional Interest rate increasing by an Exchange Offer, additional 0.50% per annum at the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th beginning of each subsequent 30-day following the date such Shelf Registration was filedperiod; orand
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 120th day after the date on which Filing Date or (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (BC) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue (over and above any interest otherwise payable on the principal amount of the Notes such Notes) at a rate of 0.50% per annum for the first 90 30 days commencing on (x) the 121st day after the Filing Date with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (y) the day following the Exchange Registration DefaultStatement ceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding or (z) the day on which such Shelf Registration ceases to be effective in the Registration Default has been cured. case of (C) above, such Additional Interest will be paid semirate increasing by an additional 0.50% per annum at the beginning of each such subsequent 30-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that in any event the Additional Interest rate on any affected Notes may not exceed at any one time in the aggregate 1.5% per annum; and provided, further, that (a1) upon the filing of the Exchange Registration Statement or a Shelf Registration (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the affected Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). The Company shall pay the Additional Interest due on the transfer restricted Notes by depositing with the paying agent (which shall not be the Company for these purposes) for the transfer restricted Notes, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next interest payment date specified by the Indenture (or such other indenture), sums sufficient to pay the Additional Interest then due. Any amounts of Additional Interest due pursuant to clause clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Notes in cash, cash semi-annually on the dates and in the manner provided in each interest payment date specified by the Indenture and whether (or not any cash such other indenture) to the record holders entitled to receive the interest would then payment to be payable made on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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
Sources: Registration Rights Agreement (Central Michigan Distribution Co Lp)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is nor the Initial Shelf Registration Statement has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement has not been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that applicable thereto, then, commencing on the Partnership has consummated or will consummate an Exchange Offerday after any such Filing Date, Additional Interest shall accrue on the Partnership is required to file principal amount of the Securities at a Shelf Registration rate of 0.25% per annum for the first 90 days immediately following each such Filing Date, and such Shelf Registration is not filed on or prior to Additional Interest rate shall increase by an additional 0.25% per annum at the later beginning of the Filing Date and 30 days after the obligation to file such Shelf Registration ariseseach subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is Statement has been declared effective by the SEC on or prior to the applicable Effectiveness Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration Statement and such Shelf Registration is Statement has not been declared effective by the SEC on or prior to the 60th day following the date applicable Effectiveness Date with respect to such Shelf Registration was filedStatement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, (and related guarantees) for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective March 16, 2005 or (B) if applicable, the a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasonsthen, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.500.25% per annum for the first 90 days commencing on (x) March 16, 2005, in the case of (A) above, or (y) the day following such Shelf Registration Statement ceases to be effective in the Registration Defaultcase of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest rate on the Notes may not under any circumstance accrue under more than one of the foregoing clauses (i)-(iiii), (ii) and (iii) of this Section 4 and the rate at any one time and in no event will which Additional Interest accrue after accrues on the Effectiveness PeriodNotes as a result of the provisions of clauses (i), (bii) if a Holder is and (iii) of this Section 4 may not able to exceed in the aggregate 1.0% per annum; provided further, that (1) upon the filing of the applicable Exchange Offer Registration Statement or does not provide the representations and information required in connection with a applicable Shelf Registration Statement as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes (and related guarantees) for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of a timely manner and is therefore not named Subsequent Shelf Registration Statement in the case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4), Additional Interest on the Notes as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”), which notice shall also be at least three business days prior to the date of any payment to be made in accordance with the following sentence. Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cashcash simultaneously with, and to the same persons entitled to receive, stated interest on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such dateNotes, commencing with the first such semi-annual date payment of interest occurring after any such Additional Interest commences to accrue. The amount of Additional Interest payable with respect to Registrable Notes will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Representative agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration Statement has been filed with the SEC on or prior to before the applicable Filing Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration Statement and such Shelf Registration is Statement has not been filed with the SEC on or prior to the later of before the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each such Filing Date, and 30 days after such Additional Interest rate shall increase by an additional 0.25% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is Statement has been declared effective by the SEC (or was automatically effectively upon its filing with the SEC) on or prior to before the applicable Effectiveness Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration Statement and such Shelf Registration is Statement has not been declared effective by the SEC (or was not automatically effective upon its filing with the SEC) on or prior before the applicable Effectiveness Date with respect to the 60th day following the date such Shelf Registration was filedStatement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, (and related guarantees) for all Notes Registrable Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective before November 26, 2009 or (B) if applicable, the a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasonsthen, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.500.25% per annum for the first 90 days commencing on (x) November 27, 2009, in the case of (A) above, or (y) the day following such Shelf Registration Statement ceases to be effective in the Registration Defaultcase of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest on the Notes may not under any circumstance accrue under more than one of the foregoing clauses (i)-(iiii), (ii) and (iii) of this Section 4 and the rate at any one time and in no event will which Additional Interest accrue after accrues on the Effectiveness PeriodNotes as a result of the provisions of clauses (i), (bii) if a Holder is and (iii) of this Section 4 may not able to exceed in the aggregate 1.0% per annum; provided further, that (1) upon the filing of the applicable Exchange Offer Registration Statement or does not provide the representations and information required in connection with a applicable Shelf Registration Statement as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes (and related guarantees) for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of a timely manner and is therefore not named Subsequent Shelf Registration Statement in the case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4), Additional Interest on the Registrable Notes as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”), which notice shall also be at least three business days prior to the date of any payment to be made in accordance with the following sentence. Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cashcash simultaneously with, and to the same persons entitled to receive, stated interest on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such dateNotes, commencing with the first such semi-annual date payment of interest occurring after any such Additional Interest commences to accrue. The amount of Additional Interest payable with respect to Registrable Notes will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Company and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Company fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, additional interest on the Registrable Notes ("Additional Interest") under the circumstances and to the extent set forth below, each of which shall be given independent effect (each a "Registration Default"):
(i) if (A) neither the Exchange Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership Company has consummated or will consummate an Exchange Offer, the Partnership Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and 30 above the stated interest at a rate of 0.50% per annum for the first 90 days after immediately following the obligation to file Filing Date or such Shelf Registration arises; or45th day, as the case may be, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership Company has consummated or will consummate an Exchange Offer, the Partnership Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC Commission on or prior to the 60th 90th day after filing of the Initial Shelf Registration, then, commencing on the day after the Effectiveness Date or the 90th day, as the case may be, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the date day after the Effectiveness Date or the 90th day, as the case may be, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership Company has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 180th day after the date on which Issue Date, (B) the Exchange Registration Statement was declared ceases to be effective prior to consummation of the Exchange Offer or (BC) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day following after the Registration Default, and increasing to 1.00% thereafter, to but excluding Issue Date in the case of (A) above or (y) the day on which such Exchange Registration Statement or Shelf Registration ceases to be effective in the Registration Default has been cured. case of (B) and (C) above, such Additional Interest will be paid semirate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest rate on the Registrable Notes may not accrue under more than one exceed in the aggregate 2.0% per annum; provided further that (1) upon the filing of the foregoing clauses Exchange Registration Statement or each Shelf Registration (i)-(iiiin the case of (i) at any one time and in no event will Additional Interest accrue after the Effectiveness Periodabove), (b2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a each Shelf Registration, as the Holder will not case may be entitled (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to receive any remain effective (in the case of (iii)(B) and (C) above), Additional Interest with respect on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Company shall notify the Trustee within 3 one Business Days Day after each and every date on which an event a Registration Default occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 a Registration Default will be payable in cash, cash semi-annually on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Notwithstanding anything to the contrary in this Section 4, the Company shall not be required to pay Additional Dividends to a Holder (i) if such Holder failed to comply with its obligations to make the representations set forth in Section 2(a) or failed to provide the information required to be provided by it, if any, pursuant to Section 5 or (ii) if the Exchange Offer was consummated within 180 days of the Issue Date and such Holder of Registrable Notes was, at any time while the Exchange Offer was pending, eligible to exchange, and did not validly tender, such Registrable Notes for freely transferable corresponding Exchange Notes in such Exchange Offer. The parties hereto agree that the liquidated damages provided for in this Section 4 constitute a reasonable estimate of and are intended to constitute the sole damages that will be suffered by Holders of Registrable Notes by reason of the failure of (i) the Shelf Registration or the Exchange Registration Statement to be filed, (ii) the Shelf Registration to remain effective or (iii) the Exchange Registration Statement to be declared effective and remain effective and the Exchange Offer to be consummated, in each case to the extent required by this Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (Texas New Mexico Power Co)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:each of the Issuers agrees to pay, as liquidated damages, additional interest on the Registrable Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 120th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 121st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and 30 above the stated interest at a rate of 1.0% per annum for the first 90 days after immediately following the obligation to file Filing Date or such Shelf Registration arises; or120th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC Commission on or prior to the 60th applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 1.0% per annum for the first 90 days immediately following the date day after the applicable Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership Company has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered and not withdrawn in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 255th day after the date on which Issue Date, (B) the Exchange Registration Statement was declared ceases to be effective prior to consummation of the Exchange Offer or (BC) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use Period (other than as a result of the prospectus that is part imposition of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings any Suspension Period in compliance with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate penultimate paragraph of 90 days in any twelve-month period and without specifying the nature Section 5 of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), this Agreement) then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.501.0% per annum for the first 90 days commencing on the (x) 256th day following after the Registration Default, and increasing to 1.00% thereafter, to but excluding Issue Date in the case of (A) above or (y) the day on which such Exchange Registration Statement or Shelf Registration ceases to be effective in the Registration Default has been cured. case of (B) and (C) above, such Additional Interest will be paid semirate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest rate on the Registrable Notes may not accrue under more than one exceed in the aggregate 2.0% per annum; provided further that (1) upon the filing of the foregoing clauses Exchange Registration Statement or each Shelf Registration (i)-(iiiin the case of (i) at any one time and in no event will Additional Interest accrue after the Effectiveness Periodabove), (b2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a each Shelf Registration, as the Holder will not case may be entitled (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to receive any remain effective (in the case of (iii)(B) and (C) above), Additional Interest with respect on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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 (Jacobs Entertainment Inc)
Additional Interest. (a) The Partnership, Issuer and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Issuer fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuer agrees to pay, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (Aa) neither (x) the Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 270 days of the Issue Date, then Additional Interest shall accrue on the 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 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 filed with exceed 1.00% per annum of the SEC on or prior to the Filing Date or average Accreted Value of such Notes; or
(Bii) notwithstanding that the Partnership Issuer has consummated or will consummate an Exchange Offer, if the Partnership Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed declared effective on or prior to the later of the Filing Date and 30 days after the obligation to file such Shelf Registration arises; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th 270th day following the date the filing of such Shelf Registration was filedStatement is required or requested pursuant to Section 3(a), then Additional Interest shall accrue on the 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 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 Notes; or
(iii) (A) the Partnership has not exchanged the Notes for 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 date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective and such Shelf Registration but thereafter ceases to be effective at any time prior at which it is required to be effective under this Agreement and such failure to remain effective exists for more than the Effectiveness Period; provided that number of days permitted by the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use second paragraph of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders Section 3 (each a “Registration Default,”a), then additional interest (“commencing on the applicable day, following the date on which such Shelf Registration Statement ceases to be effective, Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum of the average Accreted Value (during such 90-day period) of such Notes for the first 90 days commencing on the day following the Registration Defaultfrom and including such day, and increasing to 1.00% thereafteras applicable, to but excluding the day on which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such 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) at the beginning of each subsequent 90-day period thereafter; provided that Additional Interest begins to accrue; provided, however, that (a) in the Additional Interest on the Notes aggregate under this Section 4 may not accrue under more than one exceed 1.00% per annum of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its average Accreted Value of such Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Partnership Issuer shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid or added to Accreted Value (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will if such Additional Interest accrued (1) on or prior to the Full Accretion Date, at the option of the Issuer, either shall be (x) added to the Accreted Value of each applicable Note or (y) paid in cash on the interest payment date on which interest accruing on the Notes as of such date as the accrual of Additional Interest as specified by the Indenture and (2) after the Full Accretion Date, shall be payable in cash, cash on each interest payment date on which interest accruing on the dates and Notes as of such date as the accrual of Additional Interest as specified by the Indenture, in each case, to the manner provided in record holder entitled to receive the Indenture and whether or not any cash interest would then payment to be payable made on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the 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 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 (Warner Music Group Corp.)
Additional Interest. (a) The Partnership, Company and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes Securities will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Company fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative):
(i) (A) if neither the Exchange Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that Date, Additional Interest shall accrue on the Partnership has consummated or will consummate an Exchange Offer, Registrable Securities over and above the Partnership is required to file stated interest at a Shelf Registration and such Shelf Registration is not filed on or prior to rate of .25% per annum for the later of first 90 days immediately following the Filing Date and 30 days after Date, such Additional Interest rate increasing by an additional .25% per annum at the obligation to file such Shelf Registration arises; orbeginning of each subsequent 90-day period;
(Aii) if neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date Date, Additional Interest shall accrue on the Registrable Securities included or (B) notwithstanding that which should have been included in such Registration Statement over and above the Partnership has consummated or will consummate an Exchange Offer, stated interest at a rate of .25% per annum for the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day first 90 days immediately following the date day after the Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership Company has not exchanged the Notes for Exchange Notes, Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day after the date on which Consummation Date or (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (BC) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Registrable Securities (over and above any interest otherwise payable on the Notes Registrable Securities) at a rate of 0.50.25% per annum for the first 90 days commencing on the (x) 181st day following after the Registration DefaultIssue Date, and increasing to 1.00% thereafterin the case of (A) above, to but excluding or (y) the day on which the Exchange Registration Default has been cured. 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 will be paid semirate increasing by an additional .25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday 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; and provided, further, that (a1) upon the filing of the Exchange Registration Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of Exchange Securities for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Notes Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may not accrue under more than one of be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the foregoing clauses (i)-(iii) at contrary, so long as any one time and in Registrable Security is then covered by an effective Shelf Registration Statement, no event will Additional Interest shall accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaulton such Registrable Security.
(b) The Partnership Company shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts The Company shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due to Holders of Registrable Securities. The Additional Interest due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture. The amount of Additional Interest due pursuant to clause 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 (a)(idetermined 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), (a)(ii) or (a)(iii) and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 will constitutes a reasonable estimate of the damages that may be payable 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 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 accordance with the first such semi-annual date occurring after any such Additional Interest commences to accruethis Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Navistar Financial Corp)
Additional Interest. (a) The Partnership, the Parent Company and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent Company or any Subsidiary Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company and the Guarantors agree to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect but Additional Interest shall only be payable with respect to one of the following events at any given time):
(i) (A) if neither the Exchange Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that Date, Additional Interest shall accrue on the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file Notes over and above any stated interest at a Shelf Registration and such Shelf Registration is not filed on or prior to the later rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date and 30 days after Date, such Additional Interest rate increasing by an additional 0.25 % per annum at the obligation to file such Shelf Registration arises; orbeginning of each subsequent 90-day period;
(Aii) if neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that Date, Additional Interest shall accrue on the Partnership has consummated or will consummate an Exchange Offer, Notes over and above any stated interest at a rate of 0.25% per annum of the Partnership is required to file a Shelf Registration and principal amount of such Shelf Registration is not declared effective by Notes for the SEC on or prior to the 60th day first 90 days immediately following the date Effectiveness Date, such Shelf Registration was filed; orAdditional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(iii) if (A) the Partnership Company (and any Guarantor) has not exchanged the Exchange Notes for 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 date on which Effectiveness Date, (B) the Exchange Registration Statement was declared ceases to be effective or at any time prior to the time that the Exchange Offer is consummated (Bexcept upon notice as provided in Section 5(n) and Section 5(u) hereof, as applicable), (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; first anniversary of the Filing Date (other than such time as all Notes have been disposed of thereunder) (except upon notice as provided that in Section 5(n) and Section 5(u) hereof, as applicable), or (D) pending the Partnershipannouncement of a material corporate transaction, the Parent Company issues a written notice pursuant to Section 5(n) and Section 5(u) hereof that a Shelf Registration or Exchange Registration Statement is unusable and the Subsidiary Guarantors will aggregate number of days in any 365-day period for which all such notices issued or required to be permitted issued, have been, or were required to suspend be, in effect exceeds 60 days in the use aggregate, in the case of the prospectus that is part of the a Shelf Registration if its management determines to do so for valid business reasonsRegistration, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed the aggregate, in the case of an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Exchange Registration Default,”)Statement, then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Notes, over and above any stated interest, at a rate of 0.500.25% per annum for of the first 90 days principal amount of such Notes commencing on (w) the 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective, in the case of clause (B) above, or (y) the day following such Shelf Registration ceases to be effective, in the Registration Defaultcase of clause (C) above, and increasing to 1.00% thereafter, to but excluding or (z) the day on which the Exchange Registration Default has been cured. Statement or Shelf Registration ceases to be usable, in the case of clause (D) above, such Additional Interest will be paid semirate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (a1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Notes validly tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in a Shelf Registrationthe case of clause (iii)(D) above), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Company shall notify the Trustee within 3 three Business Days after each and every any date on which an event in Section 4(a)(i), (ii) or (iii) occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash on the same dates and in the same manner provided in the Indenture and whether or not any for the payment of cash interest would then be payable on such dategenerally, commencing with the first such semi-annual payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, 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 (American Apparel, Inc)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later Filing Date applicable thereto, then, commencing on the day after any 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 such applicable Filing Date Date, and 30 days after such Additional Interest rate shall increase by an additional 0.25% per annum at the obligation to file such Shelf Registration arisesbeginning of the immediately following 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of the immediately following 90-day period; or
or Table of Contents (iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 195th day after the date on which the Exchange Registration Statement was declared effective Merger Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on (x) the 196th day after the Merger Date, in the case of (A) above, or (y) the day following such Shelf Registration ceases to be effective in the Registration Defaultcase of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.25% per annum at the beginning of the immediately following 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday 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 in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if a Holder is not able to upon the effectiveness of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a applicable Shelf Registration Statement as required hereunder (in a timely manner and is therefore not named the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each May 15 and November 15 (to the holders of record on the dates May 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on November 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Issuer and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Issuer fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if: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 the Exchange Registration Statement has not been filed on or prior to the Filing Date, then commencing on the day after the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(Aii) if the Exchange Registration Statement is not filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later of the Filing Date and 30 days after the obligation to file such Shelf Registration arises; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that Date, then commencing on the Partnership has consummated or will consummate an Exchange Offerday after the Effectiveness Date, Additional Interest shall accrue on the Partnership is required to file Notes over and above any stated interest at a Shelf Registration and rate of 0.50% per annum of the principal amount of such Shelf Registration is not declared effective by Notes for the SEC on or prior to the 60th day first 90 days immediately following the date day after the Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership has Issuer (and any then existing Subsidiary Guarantor) have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 45th day after the date on which the Exchange Registration Statement was is declared effective or (B) the Initial Shelf Registration, if required to be filed hereunder, is not declared effective on or prior to the Effectiveness Date or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.50% per annum of the principal amount of such Notes for the first 90 days commencing on the (x) 45th day following the Registration Default, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following 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 additional Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest begins to accruerate 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 2.00% per annum; and provided further, that (a1) upon the filing of the Exchange 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 may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuer shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cashsemi-annually, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such semi-annual period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Company and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Company fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay as liquidated damages, additional interest on the Notes ("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) If (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Partnership Company has consummated or will consummate an the Exchange Offer, the Partnership Company is required to file a Shelf Registration Statement and if such Shelf Registration Statement is not filed on or prior to the later 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 Date, and 30 days after such Additional Interest rate shall increase by an additional 0.50% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) If (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership Company has consummated or will consummate an the Exchange Offer, the Partnership 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 60th day following the date Effectiveness Date applicable to such Shelf Registration was filedStatement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the 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 Partnership Company has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use Period (other than after such time as all Notes have been disposed of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”thereunder), then additional interest (“Additional Interest”) 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 following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-annually in arrears with day period; PROVIDED, HOWEVER, that the interest payment due Additional Interest rate on the first interest payment date following Notes, as provided under Section 4(a)(i), (ii) and (iii) above, may not exceed at any one time in the date on which such additional Additional Interest begins to accrueaggregate 1.50% per annum; providedPROVIDED, howeverFURTHER, HOWEVER, that (a1) 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 this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or (4) upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes may not accrue under more than one in respect of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Company shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”"EVENT DATE"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on each February 15 and August 15 (to the holders of record on the dates February 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on August 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Notes Issuer and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Notes Issuer fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if: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) if neither (Ax) the Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 365 days of the one-year anniversary of the Issue Date, then Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum on the principal amount of such Registrable Notes for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not filed with exceed 1.00% per annum of the SEC on or prior to the Filing Date or principal amount of such Registrable Notes; or
(Bii) notwithstanding that the Partnership Notes Issuer has consummated or will consummate an Exchange Offer, if the Partnership Notes Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed declared effective on or prior to the later of the Filing Date and 30 days after the obligation to file such Shelf Registration arises; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th 365th day following the date the filing of such Shelf Registration was filedStatement is required or requested pursuant to Section 3(a) hereof, then Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum of the principal amount of such Registrable Notes for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Registrable Notes; or
(iii) (A) the Partnership has not exchanged the Notes for 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 date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective and such Shelf Registration but thereafter ceases to be effective at any time prior at which it is required to be effective under this Agreement and such failure to remain effective exists for more than the Effectiveness Period; provided that number of days permitted by the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use second paragraph of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”)Section 3(a) hereof, then additional interest (“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 first day following the Registration Default, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Shelf Registration Statement ceases to be effective that exceeds the number of days permitted by the second paragraph of Section 3(a) hereof, Additional Interest begins shall accrue on the Registrable Notes at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days from and including such day, as applicable, following the date on which such Shelf Registration Statement ceases to accruebe effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Registrable Notes; provided, however, that upon (a1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able shall cease to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Notes Issuer shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”)) and within one Business Day after such Additional Interest ceases to accrue. Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on the payment dates and in the manner provided stated in the Indenture (to the holders of record on the March 15 and whether or not any cash interest would then be payable on September 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Purchaser agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) (A) if the Exchange Initial Shelf Registration Statement is has not been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date Date, and 30 days after such Additional Interest rate shall increase by an additional 0.25% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Registration Statement nor a Initial Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) (A) the Partnership has not exchanged the Notes for 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 date on which the Exchange Registration Statement was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted Period (other than during any Blackout Period relating to suspend the use of the prospectus that is part of the such Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with as permitted in the SEC, for a period not to exceed 30 days proviso in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”Section 5(b)), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the day following the such Shelf Registration Default, ceases to be effective and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, (1) that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iiii) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in no event will the aggregate 1.5% per annum and (2) Additional Interest shall not accrue after under clause (iii) above during the Effectiveness continuation of a Blackout Period; provided, further, however, that (1) upon the filing of the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if a Holder is not able to or does not provide upon the representations and information required in connection with a effectiveness of the applicable Shelf Registration Statement as required hereunder (in a timely manner and is therefore not named the case of clause (ii) of this Section 4), or (3) upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days two business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each March 1 and September 1 (to the holders of record on the dates February 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on August 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. No Additional Interest shall accrue with respect to Notes that are not Registrable Notes.
(c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes the sole damages that will be available to Holders of Registrable Notes by reason of the occurrence of any of the events described in Section 4(a)(i)-(iii) hereof.
Appears in 1 contract
Additional Interest. (a) The Partnership, Company and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Company fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, additional interest on the Registrable Notes (“Additional Interest”) under the circumstances and to the extent set forth below, each of which shall be given independent effect (each a “Registration Default”):
(i) if (A) neither the Exchange Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Partnership Company has consummated or will consummate an Exchange Offer, the Partnership Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later Filing Date applicable thereto, then commencing on the day after such Filing Date, Additional Interest shall accrue on the principal amount of the Registrable Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following such Filing Date and 30 days after Date, such Additional Interest rate increasing by an additional 0.25% per annum at the obligation to file such Shelf Registration arises; orbeginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership Company has consummated or will consummate an Exchange Offer, the Partnership Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC Commission on or prior to the 60th Effectiveness Date applicable thereto, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Registrable Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership Company has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 210th day after the date on which Issue Date (or if such day is not a Business Day, then the next succeeding Business Day), (B) the Exchange Registration Statement was has been declared effective and ceases to be effective prior to consummation of the Exchange Offer or (BC) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Registrable Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 211th day following after the Registration DefaultIssue Date (or if the 210th day after the Issue Date is not a Business Day, and increasing to 1.00% thereafter, to but excluding then the day on which succeeding the next succeeding Business Day) in the case of (A) above or (y) the day such Exchange Registration Default has been cured. Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest will be paid semirate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest rate on the Registrable Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and shall not exceed in no event will Additional Interest accrue after the Effectiveness Periodaggregate 1.0% per annum over and above the stated interest; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (b2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a each Shelf Registration, as the Holder will not case may be entitled (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to receive any remain effective (in the case of (iii)(B) and (C) above), Additional Interest with respect on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Company shall notify the Trustee within 3 one Business Days Day after each and every date on which an event a Registration Default occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 a Registration Default will be payable in cash, cash semi-annually on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Notwithstanding anything to the contrary in this Section 4, the Company shall not be required to pay Additional Interest to a Holder (i) if such Holder failed to comply with its obligations to make the representations set forth in Section 2(a) or failed to provide the information required to be provided by it, if any, pursuant to Section 5 or (ii) if the Exchange Offer was consummated within 210 days after the Issue Date (or if such day is not a Business Day, the next succeeding Business Day) and such Holder of Registrable Notes was, at any time while the Exchange Offer was pending, eligible to exchange, and did not validly tender, such Registrable Notes for freely transferable corresponding Exchange Notes in such Exchange Offer. The parties hereto agree that the liquidated damages provided for in this Section 4 constitute a reasonable estimate of and are intended to constitute the sole damages that will be suffered by Holders of Registrable Notes by reason of the failure of (i) the Shelf Registration or the Exchange Registration Statement to be filed, (ii) the Shelf Registration to remain effective or (iii) the Exchange Registration Statement to be declared effective and remain effective and the Exchange Offer to be consummated, in each case to the extent required by this Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (Texas New Mexico Power Co)
Additional Interest. (a) The Partnership, Issuer and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Issuer fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuer agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership Issuer has consummated or will consummate an the Exchange Offer, the Partnership Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later Filing Date applicable thereto, then, commencing on the day after the Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date Date, and 30 days after such Additional Interest rate shall increase by an additional 0.50% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership Issuer has consummated or will consummate an the Exchange Offer, the Partnership Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the date day after the Effectiveness Date, and such Shelf Registration was filedAdditional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership Issuer has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 180th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) 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) 180th day following after such Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-annually in arrears with day period (it being understood and agreed that, notwithstanding any provision to the interest payment due on contrary, so long as any Note which is the first interest payment date following subject of the date on which such additional Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest begins to accrueshall accrue on such Note); provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 2.0% per annum; provided, further, however, that (a1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes validly tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes may not accrue under more than one in respect of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuer shall notify the Trustee within 3 Business Days three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each June 15 and December 15 (to the holders of record on the dates June 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on December 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Gaylord Container Corp /De/)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes Securities will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative except as otherwise provided below):
(i) (A) if neither the Exchange Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that Date, Additional Interest shall accrue on the Partnership has consummated or will consummate an Exchange Offer, Registrable Securities over and above the Partnership is required to file stated interest at a Shelf Registration and such Shelf Registration is not filed on or prior to rate of .25% per annum for the later of first 90 days immediately following the Filing Date and 30 days after Date, such Additional Interest rate increasing by an additional .25% per annum at the obligation to file such Shelf Registration arises; orbeginning of each subsequent 90-day period;
(Aii) if neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date Date, Additional Interest shall accrue on the Registrable Securities included or (B) notwithstanding that which should have been included in such Registration Statement over and above the Partnership has consummated or will consummate an Exchange Offer, stated interest at a rate of .25% per annum for the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day first 90 days immediately following the date day after the Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership Company has not exchanged the Notes for Exchange Notes, Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day after the date on which Consummation Date or (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (BC) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Registrable Securities (over and above the Notes stated interest rate otherwise payable on the Registrable Securities) at a rate of 0.50.25% per annum for the first 90 days commencing on the (x) 151st day following after the Registration DefaultIssue Date, and increasing to 1.00% thereafterin the case of (A) above, to but excluding or (y) the day on which the Exchange Registration Default has been cured. 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 will be paid semirate increasing by an additional .25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday 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; and provided, further, that (a1) upon the filing of the Exchange Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of Exchange Securities for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Notes Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may not accrue under more than one be, shall cease to accrue. It is understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement (regardless of the foregoing clauses (i)-(iii) at any one time and whether a Blocking Period is in effect), no event will Additional Interest shall accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaulton such Registrable Security.
(b) The Partnership Company shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of The Issuers shall pay the Additional Interest due pursuant to clause (a)(i)on the Registrable Securities by depositing with the Trustee, (a)(ii) or (a)(iii) in trust, for the benefit of this Section 4 will be payable in cashthe Holders thereof, on or before the dates and applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the manner provided in the Indenture and whether or not any cash interest would Additional Interest then due to Holders of Registrable Securities. The Additional Interest amount due shall be payable on each such datedate to the record Holder of Registrable Securities on the April 15 or October 15, commencing with as the first case may be, immediately preceding such semi-annual interest payment date occurring after any (or the calendar date which would be a semi-annual interest payment date if cash interest were then payable on the Registrable Securities). The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount at maturity of the affected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest commences 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 accruepay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, an Exchange Offer to be consummated or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set ------------------- forth below (without duplication):
(i) (A) if neither the Exchange Registration Statement is not nor the Shelf Registration has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that Date, Additional Interest shall accrue on the Partnership has consummated or will consummate an Exchange Offer, Notes over and above the Partnership is required to file stated interest at a Shelf Registration and such Shelf Registration is not filed on or prior to rate of 0.50% per annum for the later of first 90 days immediately following the Filing Date and 30 days after Date, such Additional Interest rate increasing by an additional 0.50% per annum at the obligation to file such Shelf Registration arises; orbeginning of each subsequent 90-day period;
(Aii) if neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date Date, then, commencing on the 121st day after the Issue Date, Additional Interest shall be accrued on the Notes included or (B) notwithstanding that should have been included in such Registration Statement over and above the Partnership has consummated or will consummate an Exchange Offer, stated interest at a rate of 0.50% per annum for the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day first 90 days immediately following the date Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 150th day after the date on which Issue Date or (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (BC) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue be accrued on the principal amount of Notes (over and above any interest otherwise payable on the Notes Notes) at a rate of 0.50% per annum for on (x) the first 90 days commencing on 151st day after such effective date, in the case of (A) above, or (y) the day following the Exchange Registration DefaultStatement ceases to be effective without being declared effective within five business days in the case of (B) above, and increasing to 1.00% thereafter, to but excluding or (z) the day on which such Shelf Registration ceases to be effective, in the Registration Default has been cured. case of (C) above, such Additional Interest will be paid semirate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-annually in arrears with day period (it being understood and agreed that, notwithstanding any provision to the interest payment due on contrary, so long as any Note that is the first interest payment date following the date on which such additional subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest begins shall accrue on such Note);
(1) upon the filing of the Exchange Registration Statement or a ------- Shelf Registration (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement that had ceased to accrue; providedremain effective (in the case of (iii)(B) of this Section 4(a)) or upon the effectiveness of the Shelf Registration that had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), however, that (a) the Additional Interest on the affected Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional ---------- Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on each January 15 and July 15 (to the holders of record on the dates close of business on the January 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on July 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Cambridge Industries Inc /De)
Additional Interest. (a) The Partnership, Issuer and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Issuer fails to fulfill its material obligations under Section 2 or Section 3 hereof (except as a result of the failure of the Initial Purchasers, Holders or any underwriters to fulfill their obligations hereunder) and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if: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) the Exchange Offer Registration Statement is has not filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not been filed on or prior to the later Exchange Filing Deadline or (B) the Company is required to file the Initial Shelf Registration Statement and such Initial Shelf Registration Statement has not been filed on or before the Shelf Filing Date, then commencing on the day after (x) the Exchange Filing Deadline in the case of clause (A), and (y) the Shelf Filing Date in the case of clause (B), Additional Interest shall be accrued on the Registrable Notes to be covered by such Registration Statement over and 30 above the accrued interest at a rate of .25% per annum on the Accreted Value of such Registrable Notes for the first 90 days after immediately following (a) the obligation to file Exchange Filing Deadline in the case of clause (A), and (b) the Shelf Filing Date in the case of clause (B), such Shelf Registration arises; orAdditional Interest rate increasing by an additional .25% per annum on the Accreted Value of such Registrable Notes at the beginning of each subsequent 90-day period;
(ii) if neither (A) neither the Exchange Offer Registration Statement nor a (B) the Initial Shelf Registration is Statement has been declared effective by the SEC on or prior to (x) the Exchange Effectiveness Date in the case of (A) or (y) the Shelf Effectiveness Date in the case of (B), then commencing on the day after (a) notwithstanding that the Partnership has consummated or will consummate an Exchange OfferEffectiveness Date in the case of clause (A) and (b) the Shelf Effectiveness Date in the case of clause (B), Additional Interest shall be accrued on the Partnership is required to file Registrable Notes included in such Registration Statement over and above the accrued interest at a Shelf Registration and rate of .25% per annum on the Accreted Value of such Shelf Registration is not declared effective by Notes for the SEC on or prior to the 60th day first 90 days immediately following the date day after (X) the Exchange Effectiveness Date in the case of clause (A), and (Y) the Shelf Effectiveness Date in the case of clause (B), such Shelf Registration was filedAdditional Interest rate increasing by an additional .25% per annum on the Accreted Value of such Registrable Notes at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership Issuer has not exchanged the delivered Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 60 days after the date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the Shelf any Registration has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to (x) the Effectiveness Period; provided time that the Partnership, Exchange Offer is consummated in case of an Exchange Offer Registration Statement or (y) the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part expiration of the Shelf Effectiveness Period in the case of a Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”)Statement, then additional interest (“Additional Interest”) Interest shall accrue be accrued on the principal amount of the Registrable Notes affected thereby over and above any other accrued interest at a rate of 0.50.25% per annum on the Accreted Value of such Notes for the first 90 days commencing on the day following the Registration Default, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrue; provided, however, that (a) 60th day after such effective date, in the case of (A) above, or (b) the day the Registration Statement ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional .25% per annum on the Accreted Value of such Registrable Notes at the beginning of each such subsequent 90-day period; PROVIDED, HOWEVER, that the Additional Interest rate on the Notes any Note may not accrue under more than one of the foregoing clauses (i)-(iii) exceed at any one time and in no event will the aggregate 1.0% per annum on the Accreted Value of such Registrable Notes; PROVIDED, HOWEVER, that Additional Interest shall not accrue after if the Effectiveness Periodfailure of the Issuer to comply with its obligations hereunder is a result of the failure of Holders, underwriters, initial purchasers or placement agents to fulfill their respective obligations hereunder; and PROVIDED, FURTHER, that (1) upon the filing of the Registration Statement (in the case of (i) above), (b2) if upon the effectiveness of the Registration Statement (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 a Holder is not able to substitute Exchange Offer Registration Statement or does not provide the representations and information required in connection with a Subsequent Shelf Registration Statement, as the case may be (in a timely manner and is therefore not named the case of (iii)(B) above), Additional Interest on such Registrable Notes as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuer shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”)paid. Any amounts of Additional Interest due pursuant to clause Section 4(a) will accrue semi-annually on each July 1 and January 1 (a)(ieach an "ADDITIONAL INTEREST PAYMENT DATE"), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months. On any Additional Interest Payment Date, to the extent any Additional Interest shall have accrued during the period from the previous Additional Interest Payment Date (the "INTEREST PERIOD") due to the occurrence during such Interest Period of an event described in Section 4(a), the Issuer shall issue a note or notes to the Holders on the Interest Payment Date substantially in the form of Exhibit A to the Indenture. The Accreted Value of such notes shall be equal to the Additional Interest accrued during such Interest Period and shall otherwise have the same terms as the Notes.
Appears in 1 contract
Sources: Registration Rights Agreement (Huntsman International Holdings LLC)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes Securities will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative except as otherwise provided below):
(i) (A) if neither the Exchange Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that Date, Additional Interest shall accrue on the Partnership has consummated or will consummate an Exchange Offer, Registrable Securities over and above the Partnership is required to file stated interest at a Shelf Registration and such Shelf Registration is not filed on or prior to rate of .25% per annum for the later of first 90 days immediately following the Filing Date and 30 days after Date, such Additional Interest rate increasing by an additional .25% per annum at the obligation to file such Shelf Registration arises; orbeginning of each subsequent 90-day period;
(Aii) if neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date Date, Additional Interest shall be accrued on the Registrable Securities included or (B) notwithstanding that which should have been included in such Registration Statement over and above the Partnership has consummated or will consummate an Exchange Offer, stated interest at a rate of .25% per annum for the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day first 90 days immediately following the date day after the Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership Company has not exchanged the Notes for Exchange Notes, Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day after the date on which Consummation Date or (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (BC) if applicable, the Shelf Registration has been declared effective effec- tive and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue be accrued on the principal amount of Registrable Securities (over and above any interest otherwise payable on the Notes Registrable Securities) at a rate of 0.50.25% per annum for the first 90 days commencing on the (x) 251st day following after the Registration DefaultIssue Date, and increasing to 1.00% thereafterin the case of (A) above, to but excluding or (y) the day on which the Exchange Registration Default has been cured. 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 will be paid semirate increasing by an additional .25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday 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; and provided, further, that (a1) upon the filing of the Exchange Registration Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration as required hereunder (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the Notes Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may not accrue under more than one of be, shall cease to accrue. It is understood and agreed that, notwithstanding any provision to the foregoing clauses (i)-(iii) at contrary, so long as any one time and in Registrable Security is then covered by an effective Shelf Registration Statement, no event will Additional Interest shall accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaulton such Registrable Security.
(b) The Partnership Company shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts The Issuers shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due to Holders of Registrable Securities. The Additional Interest amount due shall be payable on each inter- est payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture. The amount of Additional Interest due pursuant to clause 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 (a)(idetermined 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), (a)(ii) or (a)(iii) and, the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 will constitutes a reasonable estimate of the damages that may be payable 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 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 accordance with the first such semi-annual date occurring after any such Additional Interest commences to accruethis Section 4.
Appears in 1 contract
Additional Interest. (a) The Partnership, Company and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes Securities will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Company fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative):
(i) if the Exchange Registration Statement (Aor, if the Exchange Offer is not permitted under applicable law or SEC policy, the Initial Shelf Registration) has not been filed on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement is not declared effective by the SEC nor the Shelf Registration is filed with the SEC on or prior to the Filing Date Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or (B) notwithstanding that which should have been included in such Registration Statement over and above the Partnership has consummated or will consummate an Exchange Offer, stated interest at a rate of 0.25% per annum for the Partnership is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to first 90 days immediately following the later of the Filing Date and 30 days day after the obligation to file Effectiveness Date, such Shelf Registration arisesAdditional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day following the date such Shelf Registration was filed; orand
(iii) if (A) the Partnership Company has not exchanged the Exchange Notes for 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 date on which the Exchange Registration Statement was declared effective or Consummation Date, (B) if applicable, the Shelf Registration has not been declared effective and on or prior to the Consummation Date or (C) if applicable, such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Registrable Securities (over and above any interest otherwise payable on the Notes Registrable Securities) at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 166th day following after the Registration DefaultIssue Date, and increasing to 1.00% thereafterin the case of (A) or (B) above, to but excluding or (y) the day on which such Shelf Registration ceases to be effective in the Registration Default has been cured. case of (C) above, such Additional Interest will be paid semirate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday 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; and provided, further, that (a1) upon the filing of the Exchange Registration Statement (or, if the Exchange Offer is not permitted under applicable law or SEC policy, the Initial Shelf Registration) as required hereunder (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or the filing of the Shelf Registration as required hereunder (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Shelf Registration (in the case of clause (iii)(B) of this Section 4(a)) or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) of this Section 4(a)), Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named Registrable Securities as a selling security holder in a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration, the Holder will not be entitled to receive any no Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultshall accrue on such Registrable Security.
(b) The Partnership Company shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts The Company shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due to Holders of Registrable Securities. The Additional Interest amount due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture. The amount of Additional Interest due pursuant to clause 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 (a)(idetermined 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), (a)(ii) or (a)(iii) and, the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 will constitutes a reasonable estimate of the damages that may be payable 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 the Exchange Offer to be consummated, or a Shelf Registration to remain effective, as the case may be, 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 accordance with the first such semi-annual date occurring after any such Additional Interest commences to accruethis Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Prime Foods Development Corp)
Additional Interest. (a) The Partnership, Issuer and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Issuer fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuer agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Partnership Issuer has consummated or will consummate an the Exchange Offer, the Partnership Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 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 Date, and 30 days after such Additional Interest rate shall increase by an additional 0.50% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Partnership Issuer has consummated or will consummate an the Exchange Offer, the Partnership Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership Issuer has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) 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 following the Registration Defaultafter such effective date, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrue; provided, however, that (a) the Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Partnership shall notify the Trustee within 3 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue.case of (A) above,
Appears in 1 contract
Sources: Registration Rights Agreement (Costilla Energy Inc)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 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 Date, and 30 days after such Additional Interest rate shall increase by an additional 0.50% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership has Issuers have not exchanged the Notes for Exchange Notes, Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day day after the date on which the Exchange Registration Statement was declared effective Effectiveness Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.50% per annum for the first 90 days commencing on the (x) 31st day following after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest rate on the Notes Securities may not accrue under more than one of the foregoing clauses (i)-(iiii) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in no event will the aggregate 2.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest accrue after on the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required Securities in connection with a Shelf Registration in a timely manner and is therefore not named respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cashcash quarterly on each March 15, June 15, September 15 and December 15 (to the holders of record on the dates March 1, June 1, September 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on December 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, the Parent Company and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent Company or any Subsidiary Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company and the Guarantors agree to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Registration Statement is not nor the Initial Shelf Registration Statement has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership Company has consummated or will consummate an Exchange Offer, the Partnership Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the later date required by this Agreement, then, commencing on the day after either such required filing date, Additional Interest shall accrue on the principal amount of the Filing Date Notes over and 30 above any stated interest at a rate of 0.25% per annum for the first 90 days after immediately following such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the obligation beginning of each subsequent 90-day period, subject to file such Shelf Registration arises; orthe provisos in the last sentence of this paragraph;
(ii) if (A) neither the Exchange Registration Statement nor a the Initial Shelf Registration Statement is declared effective by the SEC on or prior to the Effectiveness Date or Date, (B) notwithstanding that the Partnership Company has consummated or will consummate an Exchange Offer, the Partnership 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 60th 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required effective date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum for the first 90 days immediately following such effective date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period, subject to the provisos in the last sentence of this paragraph; or
(iii) if (A) the Partnership Company (and any Guarantor) has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered and not withdrawn in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day date that is 45 days after the date on which the Exchange Registration Statement was declared effective or Effectiveness Date, (B) if applicable, the a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective or usable in connection with resales of the Notes at any time prior to the Effectiveness Period; provided that second anniversary of the PartnershipIssue Date (other than during a Blackout Period or after such time as all Notes have been disposed of thereunder), the Parent and the Subsidiary Guarantors will be permitted or (C) we issue a valid notice to suspend the use of the prospectus that is part of the Prospectus included in any Shelf Registration Statement and such suspension, when taken together with all other suspensions, if its management determines any (but solely to do so for valid business reasonsthe extent not concurrent), including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in during any three-12 month period and not to exceed an aggregate of exceeds 90 days days, then, in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”)case, then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.500.25% per annum for the first 90 days commencing on (x) the 46th day after the Effectiveness Date, in the case of clause (A) above, (y) the day following such Shelf Registration Statement ceases to be effective or useable, in the Registration Defaultcase of clause (B) above, and increasing to 1.00% thereafter, to but excluding or (z) the day on which the Prospectus in any Shelf Registration Default has been cured. Statement is suspended for any period in excess of 90 Days during any 12-month period, in the case of clause (C) above, such Additional Interest will be paid semirate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-annually day period, subject to the provisos in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accruelast sentence of this paragraph; provided, however, that (a) the Additional Interest on the Notes may will not accrue under more than one of the foregoing clauses (i)-(iiii), (ii) or (iii) at any one time and in no event will time; provided further, however, that the amount of Additional Interest accrue after accruing on the Effectiveness PeriodNotes shall not exceed at any one time in the aggregate 1.0% per annum; and provided further, however, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration Statement (in the case of clause (i) above), (b2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide Shelf Registration Statement (in the representations and information required case of clause (ii) above), (3) upon the exchange of Exchange Notes for all Notes tendered (in connection with the case of clause (iii)(A) above), (4) upon the effectiveness of a Shelf Registration Statement which had ceased to remain effective (in a timely manner and is therefore not named the case of clause (iii)(B) above), or (5) upon the day the Prospectus in any Shelf Registration Statement the use of which was previously suspended may be used again (in the case of clause (iii)(C) above), Additional Interest on the Notes as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Company shall notify the Trustee within 3 three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Broadview Networks Holdings Inc)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 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 Date, and 30 days after such Additional Interest rate shall increase by an additional 0.50% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 45th day after the date on which the Exchange Registration Statement was declared effective applicable Effectiveness Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) 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 following after applicable Effectiveness Date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iiii) - (iii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 2.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a Holder is result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Issuer shall not able be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or does not provide the representations and information required in connection with 4(a)(iii)(B) during a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (cSuspension Period permitted by Section 3(a) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaulthereof.
(b) The Partnership Issuers shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each October 1 and April 1 (to the holders of record on the dates September 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on March 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 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 Date, and 30 days after such Additional Interest rate shall increase by an additional 0.50% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for 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 earlier of the 195th day following the Acquisition Date and the 45th day from date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) 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 195th day following the Acquisition Date and the 46th day from date the Exchange Offer Registration DefaultStatement 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 increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iiii) - (iii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 2.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if a Holder is not able to upon the effectiveness of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a applicable Shelf Registration Statement as required hereunder (in a timely manner and is therefore not named the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each June 15 and December 15 (to the holders of record on the dates June 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on December 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree, to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 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 Date, and 30 days after such Additional Interest rate shall increase by an additional 0.50% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90 day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90 day period; or
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) 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 following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semi-annually in arrears with rate shall increase by an additional 0.50% per annum at the interest payment due on the first interest payment date following the date on which beginning of each such additional Additional Interest begins to accruesubsequent 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 no event will the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest accrue after on the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required Notes in connection with a Shelf Registration in a timely manner and is therefore not named respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each October 1 and April 1 (to the holders of record on the dates September 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on March 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Issuer and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Issuer fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuer agrees to pay, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Partnership Issuer has consummated or will consummate an the Exchange Offer, the Partnership Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Filing Date and 30 days after Date, such Additional Interest rate increasing by an additional 0.25% per annum at the obligation to file such Shelf Registration arises; orbeginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to 180 days after the Effectiveness Issue Date or (B) notwithstanding that the Partnership Issuer has consummated or will consummate an the Exchange Offer, the Partnership Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th 45th day following the date such Shelf Registration was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if either (A) the Partnership Issuer has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use second anniversary of the prospectus that is part Issue Date (other than after such time as all Notes have been disposed of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the day following such Shelf Registration ceases to be effective, in the Registration Defaultcase of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iiii) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and in no event will Additional Interest accrue after provided, further, that (1) upon the Effectiveness Period, (b) if a Holder is not able to filing of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a Shelf Registration (in a timely manner and is therefore not named the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Notes as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuer shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on each November 15 and May 15 (to the holders of record on the dates November 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on May 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. 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 case of a partial month, the actual number of days elapsed) and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Lazy Days R.V. Center, Inc.)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree, to pay, jointly and severally, as liquidated damages, additional interest on the Notes ("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 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 Date, and 30 days after such Additional Interest rate shall increase by an additional 0.50% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90 day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90 day period; or
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) 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 following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semi-annually in arrears with rate shall increase by an additional 0.50% per annum at the interest payment due on the first interest payment date following the date on which beginning of each such additional Additional Interest begins to accruesubsequent 90 day period; providedPROVIDED, howeverHOWEVER, 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 no event will the aggregate 1.0% per annum; PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest accrue after on the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required Notes in connection with a Shelf Registration in a timely manner and is therefore not named respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”"EVENT DATE"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each June 15 and December 15 (to the holders of record on the dates June 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on December 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") ------------------- under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 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 Date, and 30 days after such Additional Interest rate shall increase by an additional 0.50% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.5006 per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) 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 following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-annually day period;
(1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in arrears with the interest payment due on case of clause (4) above of this Section 4), (2) upon the first interest payment date following effectiveness of the date on Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (it the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which such additional Additional Interest begins had ceased to accrue; providedremain effective (in the case of (iii)(B) of this Section 4), however, that (a) the Additional Interest on the Notes may not accrue under more than one in respect of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of ---------- Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will shall be payable in cash, cash semi-annually on each interest payment date with respect to the Notes (to the Holders of record on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such daterecord date with respect thereto), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchaser agree that the Holders of Registrable Notes Securities will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers jointly and severally agree to pay, as liquidated damages and as set forth in the Indenture and the Notes, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each such event referred to in clauses (i) through (v) below, a “Registration Default”):
(i) (A) if the Exchange Offer Registration Statement is has not been filed with the SEC on or prior to the Filing Date Date;
(ii) if the Exchange Offer Registration Statement has not been declared effective on or prior to the Effectiveness Date;
(Biii) notwithstanding that if the Partnership Exchange Offer has not been consummated or will consummate an Exchange Offer, within 240 days after the Partnership is required to file a Issue Date;
(iv) if the Shelf Registration and such Shelf Registration is has not been filed on or prior to the later Shelf Filing Date or declared effective within 150 days following the delivery of the Filing Date and 30 days after Shelf Notice, as the obligation to file such Shelf Registration arisescase may be; or
(v) if (A) neither the Exchange Offer Registration Statement nor a Shelf Registration is 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 on or and declared effective at any time prior to the Effectiveness Date time that the Exchange Offer is consummated or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day following the date such Shelf Registration was filed; or
(iii) (A) the Partnership has not exchanged the Notes for 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 date on which the Exchange Registration Statement was declared effective or (B) if applicable, the any Subsequent Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, Period for a period not to exceed 30 of 15 consecutive days in without being succeeded immediately by any three-month period additional Registration Statement filed and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”)declared effective, then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Notes over and above the interest rate then applicable to the Notes on each day during the first 90-day period immediately following the occurrence of such Registration Default, at a rate equal to 25 basis points (0.25%) per annum. The amount of 0.50% per annum for the first 90 days commencing on the day following the Registration Default, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. Additional Interest will be paid semiincrease by an additional 25 basis points (0.25%) per annum during each subsequent 90-annually in arrears with day period until the interest payment due on applicable Registration Statement is filed, the first interest payment date following applicable Registration Statement is declared effective, the date on which such additional Additional Interest begins to accrue; Exchange Offer is consummated or the applicable Registration Statement again becomes effective, as the case may be, provided, however, that the Additional Interest rate on the Notes may not exceed 100 basis points (a1.00%) per annum; and provided, further, that (1) upon the filing of the Exchange Offer Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement (in the case of (ii) above), (3) upon the consummation of the Exchange Offer (in the case of (iii) above), (4) upon the filing of the Shelf Registration or upon the effectiveness of a Shelf Registration, as applicable (in the case of (iv) above), or (5) upon the effectiveness of the Exchange Offer Registration Statement which had ceased to remain effective (in the case of (v)(A) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(B) above), the interest rate borne by the Notes, including Additional Interest, will be reduced by the amount of Additional Interest on the Notes may not accrue under more than one as a result of the foregoing clauses such clause (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Periodi), (bii), (iii), (iv) if a Holder is not able to or does not provide (v) (or the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named relevant subclause thereof), as a selling security holder in a Shelf Registrationthe case may be. Notwithstanding the foregoing, the Holder will Issuers shall not be entitled required to receive any pay such Additional Interest with respect to its Notes; and the Registrable Securities held by a Holder if the applicable Registration Default arises from the failure of the Issuers to file, or cause to become effective, a Shelf Registration Statement within the time periods specified in this Section 4 by reason of the failure of such Holder to provide such information as (ci) the Partnership and Company may reasonably request, with reasonable prior written notice, for use in the Guarantors will have no other liabilities Shelf Registration Statement or any Prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the NASD or the SEC may request in connection with respect such Shelf Registration Statement or (iii) is required to any comply with the agreements of such Holder contained in the penultimate paragraph of Section 5 to the extent compliance thereof is necessary for the Shelf Registration DefaultStatement to be declared effective.
(b) The Partnership Company shall notify the Trustee within 3 three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid Registration Default (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(ii), (a)(iiii), (iii), (iv) or (a)(iiiv) of this Section 4 4(a) hereof will be payable in cashcash quarterly on each January 15, April 15, July 15 and October 15, (to the holders of record on the dates January 1, April 1, July 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on October 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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 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 (Radnor Holdings Corp)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 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 Date, and 30 days after such Additional Interest rate shall increase by an additional 0.50% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership has Issuers have not exchanged the Notes for Exchange Notes, Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day day after the date on which the Exchange Registration Statement was declared effective Effectiveness Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.50% per annum for the first 90 days commencing on the (x) 31st day following after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest rate on the Notes Securities may not accrue under more than one of the foregoing clauses (i)-(iiii) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in no event will the aggregate 2.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest accrue after on the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required Securities in connection with a Shelf Registration in a timely manner and is therefore not named respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each June 15 and December 15 (to the holders of record on the dates June 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on December 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Shelf Registration has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 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 Date, and 30 days after such Additional Interest rate shall increase by an additional 0.50% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 210th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that , except in the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use case of the prospectus that is part of the a Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”)Blackout Period, then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.50% per annum for the first 90 days commencing on (x) the 210th day after the Issue Date, in the case of (A) above, or (y) the day following such Shelf Registration ceases to be effective in the Registration Defaultcase of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday 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 may not exceed at any one time in no event will the aggregate 1.00% per annum; provided, further, that if the Shelf Registration Statement ceases to be effective in the case of clause (iii)(B) above on account of a Shelf Blackout Period, Additional Interest will cease to accrue after during such Shelf Blackout Period; provided, further, however, that (1) upon the Effectiveness Periodfiling of the applicable Exchange Offer Registration Statement or the Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4(a)), (b2) if a Holder is not able to upon the effectiveness of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a Shelf Registration Statement as required hereunder (in a timely manner and is therefore not named the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a selling security holder in result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. A confidential submission to the SEC shall qualify as a Shelf Registration, filing for purposes of the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultfiling deadlines above.
(b) The Partnership Issuers shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each July 1 and January 1 (to the holders of record on the dates June 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on December 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date Date, and 30 days after such Additional Interest rate shall increase by an additional 0.25% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 90th day after the date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 91st day following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iiii) - (iii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 1.0% per annum; provided, further,
(1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a Holder is result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Issuers shall not able be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or does not provide the representations and information required in connection with 4(a)(iii)(B) during a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (cSuspension Period permitted by Section 3(a) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaulthereof.
(b) The Partnership Issuers shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each April 1 and October 1 (to the holders of record on the dates March 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on September 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. (a) The Partnership, the Parent and each Subsidiary Guarantor Issuer acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Issuer fails to fulfill its material obligations under Section 2 2.1 or Section 3 2.2 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:
(i) (A) the Exchange Registration Statement is not filed with the SEC Issuer agrees to pay, as liquidated damages, additional interest on or prior to the Filing Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later of the Filing Date and 30 days after the obligation to file such Shelf Registration arises; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day following the date such Shelf Registration was filed; or
(iii) (A) the Partnership has not exchanged the Notes for 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 date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) shall if a Registration Default occurs.
(b) The rate at which Additional Interest will accrue on the principal amount of the Notes at a rate of 0.50will initially be 0.25% per annum, and will increase by an additional 0.25% per annum for the first upon each day that is a whole-number multiple of 90 days commencing on the day following the Registration Default, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following after the date on which such additional Additional Interest begins began to accrueaccrue so long as a Registration Default is continuing; provided, however, that (a) the rate at which Additional Interest on the Notes accrues may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will exceed 1.0% per annum; provided, further, that Additional Interest shall not accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with during a Shelf Suspension Period for so long as the only existing Registration in a timely manner and Default is therefore not named as a selling security holder in a Shelf Registration, described by clause (C) of the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and definition thereof.
(c) Additional Interest will accrue commencing on the Partnership and the Guarantors day following a Registration Default Date. Additional Interest will cease to accrue when all Registration Defaults have no other liabilities with respect to been cured (it being understood that Additional Interest shall accrue again upon any subsequent Registration Default). A Registration Default described by clause (A) of the definition thereof shall be cured upon the exchange of the Exchange Securities for all Registrable Securities validly tendered and not withdrawn in accordance with the Exchange Offer. A Registration Default described by clause (B) of the definition thereof shall be cured upon the effectiveness of the applicable Shelf Registration Statement. A Registration Default described by clause (C) of the definition thereof shall be cured upon the effectiveness or usability as contemplated by such clause (C) of the applicable Shelf Registration Statement which had ceased so to remain effective or usable.
(bd) The Partnership Issuer shall notify the Trustee of each and every Registration Default, within 3 Business Days three business days after each and every date on which an event occurs in respect Registration Default Date, and of which the curing of each and every Registration Default within three business days after such Registration Default is cured. The Issuer shall notify the Trustee of the aggregate amount of Additional Interest is required to be paid (an “Event Date”). Any amounts on any interest payment date and the method by which the amount of Additional Interest due pursuant to clause (a)(i)was calculated. Additional Interest shall be paid by depositing with the Trustee, (a)(ii) or (a)(iii) in trust, for the benefit of this Section 4 will be payable in cashthe Holders of Registrable Securities, on or before the dates and applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the manner provided in the Indenture and whether or not any cash interest would Additional Interest then due. 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, commencing with date as set forth in the first such semi-annual date occurring after any such Additional Interest commences to accrueIndenture.
Appears in 1 contract
Sources: Registration Rights Agreement (Silver Lake Partners Ii L P)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (Ax) the Exchange Offer Registration Statement is not filed with the SEC declared effective on or prior to the Filing Registration Trigger Date or (By) notwithstanding that the Partnership has 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 will consummate the 45th day following the effective date of the Exchange Offer Registration Statement, as applicable, and such Additional Interest rate shall increase by an Exchange Offer, additional 0.25% per annum at the Partnership is 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 is not filed on or prior to the later of the Filing Date and 30 days after the obligation to file such Shelf Registration arises; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th 90th day following the date such Shelf Registration was filed; or
(iii) (A) the Partnership has not exchanged the Notes for 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 date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part delivery of the Shelf Registration if its management determines to do so for valid business reasonsNotice, including circumstances relating to pending corporate developments and similar events or filings with then, commencing on the SECday after such 90th day, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% 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 the immediately following 90-day period; 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 Registration Default, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Shelf Registration Statement ceases to be effective that exceeds the number of days permitted by the second paragraph of Section 3(a) hereof, Additional Interest begins shall accrue on the Registrable Notes at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days from and including such day, as applicable, following the date on which such Shelf Registration Statement ceases to accruebe effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iiii) — (iii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 1.00% per annum; provided, further, however, that (1) upon the completion of the Exchange Offer (in the case of clause (i) above of this Section 4), (b2) if upon the effectiveness of the Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the effectiveness of the 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 Holder is result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Issuer shall not able be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or does not provide the representations and information required in connection with 4(a)(iii)(B) during a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (cSuspension Period permitted by Section 3(a) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaulthereof.
(b) The Partnership Issuers shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cashcash semiannually on each February 15, and August 15 (to the holders of record on the dates February 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on August 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Company and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Company fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Partnership Company has consummated or will consummate an the Exchange Offer, the Partnership Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date Date, and 30 days after such Additional Interest rate shall increase by an additional 0.25% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership Company has consummated or will consummate an the Exchange Offer, the Partnership Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership Company has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day day after the date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 36th day following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iiii) - (iii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a Holder is result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Company shall not able be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or does not provide the representations and information required in connection with 4(a)(iii)(B) during a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (cSuspension Period permitted by Section 3(a) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaulthereof.
(b) The Partnership Company shall notify the Trustee within 3 one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”)paid. Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each April 15 and October 15 (to the Holders of record on the dates April 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on October 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances ------------------- and to the extent set forth below (each of which shall be given independent effect):
(i) if the Exchange Registration Statement has not been filed on or prior to the Filing Date, then commencing on the day after the Filing Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(Aii) if the Exchange Registration Statement is not filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later of the Filing Date and 30 days after the obligation to file such Shelf Registration arises; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that Date, then commencing on the Partnership has consummated or will consummate an Exchange Offerday after the Effectiveness Date, Additional Interest shall accrue on the Partnership is required to file Notes over and above the stated interest at a Shelf Registration and such Shelf Registration is not declared effective by rate of 0.50% per annum for the SEC on or prior to the 60th day first 90 days immediately following the date day after the Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 45th day after the date on which the Exchange Registration Statement was 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, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Notes over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days commencing on (x) the 45th day following the Registration Default, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following 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 additional Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest begins 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 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 accrue; providedremain effective (in the case of (iii)(C) above), however, that (a) the Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”Date "). Any amounts of Additional Interest ---------- due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, semi-annually by wire transfer of immediately available funds or by federal funds check on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of record on the regular record date therefor (specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date occurring after any such Additional Interest commences to accrue, subject to Section 2.17 of the Indenture with respect to defaulted interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Company and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Company fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Partnership Company has consummated or will consummate an the Exchange Offer, the Partnership Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date Date, and 30 days after such Additional Interest rate shall increase by an additional 0.25% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership Company has consummated or will consummate an the Exchange Offer, the Partnership Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership Company has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 210th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) 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 0.500.25% per annum for the first 90 days commencing on the (x) 210th day following after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iiii) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in no event will the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4) or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest accrue after on the Effectiveness PeriodNotes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), (bas the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Company shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) if a Holder is not able to or does not provide the representations and information required in connection with 4(a)(iii)(B) during a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (cSuspension Period permitted by Section 3(a) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaulthereof.
(b) The Partnership Company shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, in each case, semiannually on each January 15 and July 15 (to the holders of record on the dates January 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on July 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Istar Financial Inc)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 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 Date, and 30 days after such Additional Interest rate shall increase by an additional 0.50% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Partnership has Issuers have consummated or will consummate an the Exchange Offer, the Partnership is Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership has Issuers have not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 180th day after the date on which the Exchange Registration Statement was declared effective Issue Date or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances Period (other than during any Blackout Period relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”such Shelf Registration), then additional interest (“Additional Interest”) 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 following after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a1) 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 no event will the aggregate 2.0% per annum and (2) Additional Interest shall not accrue after under clause (iii)(B) above during the Effectiveness continuation of a Blackout Period; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if a Holder is not able to upon the effectiveness of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a applicable Shelf Registration Statement as required hereunder (in a timely manner and is therefore not named the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuers shall notify the Trustee within 3 two Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iiia) of this Section 4 will be payable in cash, cash semiannually on each February 15 and August 15 (to the holders of record on the dates February 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on August 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
(c) No Additional Interest shall accrue with respect to Notes that are not Registrable Notes. For the avoidance of doubt, no Additional Interest shall accrue with respect to any Initial Notes under this Agreement.
(d) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes the sole damages that will be suffered by Holders of Registrable Notes by reason of the occurrence of any of the events described in Section 4(a)(i)-(iii) hereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Anchor Glass Container Corp /New)
Additional Interest. (a) The Partnership, Issuer and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Issuer fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuer agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing 60th day following the Merger Date or (B) notwithstanding that the Partnership Issuer has consummated or will consummate an the Exchange Offer, the Partnership Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later Filing Date applicable thereto, then, commencing on the 61st day following the Merger Date or the day after any such Filing Date, as applicable, Additional Interest shall accrue on the principal amount of the Filing Date Notes at a rate of .50% per annum for the first 90 days immediately following such applicable date, and 30 days after such Additional Interest rate shall increase by an additional .50% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness 150th day following the Merger Date or (B) notwithstanding that the Partnership Issuer has consummated or will consummate an the Exchange Offer, the Partnership Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date applicable to such Shelf Registration, then, commencing on the 151st day following the date Merger Date or the day after such Shelf Registration was filedEffectiveness Date, as applicable, Additional Interest shall accrue on the principal amount of the Notes at a rate of .50% per annum for the first 90 days immediately following the day after such applicable date, and such Additional Interest rate shall increase by an additional .50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership Issuer has not exchanged the Exchange Notes for 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 business day from the date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus is not replaced within 30 days by an additional Shelf Registration Statement that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”)declared effective, then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.50.50% per annum for the first 90 days commencing on the (x) 31st business day following from the date the Exchange Offer Registration DefaultStatement was declared effective, in the case of (A) above, or (y) the 31st day after such Shelf Registration ceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semishall increase by an additional .50% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iiii) - (iii) at any one time and in at no event will time shall the aggregate amount of Additional Interest accrue after accruing exceed in the Effectiveness Periodaggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (b2) if a Holder is not able to upon the effectiveness of the Exchange Offer Registration Statement or does not provide the representations and information required in connection with a applicable Shelf Registration Statement as required hereunder (in a timely manner and is therefore not named the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any accrue. Without limiting the foregoing, Additional Interest with respect to a failure to file, cause to become effective or maintain the effectiveness of a Shelf Registration Statement shall cease to accrue upon the consummation of the Exchange Offer in the case of a Shelf Registration Statement required to be filed due to a failure to consummate the Exchange Offer within the required time period. Notwithstanding anything to the contrary in this Section 4(a), the Issuer shall not be required to pay Additional Interest to a Holder if such Holder failed to comply with its Notes; and (cobligations to make the representations set forth in Section 2(a) hereof or failed to provide the Partnership and the Guarantors will have no other liabilities with respect information required to any Registration Defaultbe provided by it, if any, pursuant to Section 5 hereof.
(b) The Partnership Issuer shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each April 15 and October 15 (to the holders of record on the dates April 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on October 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Partnership, Company and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Company fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, ifthe Company agrees to pay additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below:
(i) (A) if neither the Exchange Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date or Date;
(Bii) notwithstanding that if neither the Partnership has consummated or will consummate an Exchange Offer, Registration Statement nor the Partnership is required to file a Initial Shelf Registration and such has been declared effective on or prior to the Effectiveness Date;
(iii) if an Initial Shelf Registration is required by Section 2(c)(2) has not been filed on or prior to the later of the Filing Date and 30 days after the obligation to file such date required by Section 3(a);
(iv) if an Initial Shelf Registration arises; or
(Arequired by Section 2(c)(2) neither the Exchange Registration Statement nor a Shelf Registration is has not been declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is date required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day following the date such Shelf Registration was filedSection 3(a); orand/or
(iiiv) if (A) the Partnership Company has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 60 days after the date on which the Exchange Registration Statement was declared effective or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership(each such event referred to in clauses (i) through (v) above is a "Registration Default"), the Parent and the Subsidiary Guarantors will be permitted sole remedy available to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate will be the immediate accrual of 0.50% Additional Interest as follows: the per annum for interest rate on the Notes will increase by .50% during the first 90 days commencing on the 90-day period following the occurrence of a Registration Default, Default and increasing to 1.00until it is waived or cured; and the per annum interest rate will increase by an additional .25% thereafter, to but excluding the for each subsequent 90-day on period during which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the remains uncured, up to a maximum additional interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrue; rate of 2.0% per annum, provided, however, that (a) the Additional Interest on the only Holders of Private Exchange Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not shall be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any as a result of a Registration Default.
(b) The Partnership shall notify the Trustee within 3 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due Default pursuant to clause (a)(iiii) or (iv), provided, further, that (1) upon the filing of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) above), (a)(ii2) 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 (a)(iii5) upon the exchange of this Section 4 will be payable in cash, on the dates and Exchange Notes for all Notes tendered (in the manner provided case of (v)(A) above), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the Indenture and whether case of (v)(B) above), or not any cash interest would then be payable on such date, commencing with upon the first such semi-annual date occurring after any such Additional Interest commences effectiveness of the Shelf Registration which had ceased to accrue.remain effective (in the case of
Appears in 1 contract
Sources: Registration Rights Agreement (Booth Creek Ski Holdings Inc)
Additional Interest. (a) The Partnership, Issuer and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Issuer fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuer agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Partnership Issuer has consummated or will consummate an the Exchange Offer, the Partnership Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later Filing Date applicable thereto, then, commencing on the day after either such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following each such Filing Date Date, and 30 days after such Additional Interest rate shall increase by an additional 0.50% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Partnership Issuer has consummated or will consummate an the Exchange Offer, the Partnership Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 60th Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filedEffectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership Issuer has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 45th day after the date on which the Exchange Registration Offer Regi▇▇▇▇- tion Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use Period (other than such time as all Notes have been disposed of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”thereunder), then additional interest (“Additional Interest”) 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 following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, however, that the Additional Interest rate on the Notes may not exceed in the aggregate 1.00% per annum; provided, further, however, that (a1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes may not accrue under more than one in respect of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Issuer shall notify the Trustee within 3 Business Days three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semiannually on each November 1 and May 1 (to the dates holders of record on October 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on April 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The PartnershipIf, at any time during the six-month period beginning on, and including, the Parent and each Subsidiary Guarantor acknowledges and agrees that date which is six months after the Holders last date of Registrable Notes will suffer damages if original issuance of any of the PartnershipInitial Notes, the Parent or any Subsidiary Guarantor fails to fulfill its material obligations under Section 2 have timely filed any document or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:
(i) (A) the Exchange Registration Statement is not filed with the SEC on or prior to the Filing Date or (B) notwithstanding report that the Partnership has consummated or will consummate an Exchange Offer, the Partnership Guarantor is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later of the Filing Date and 30 days after the obligation to file such Shelf Registration arises; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day following the date such Shelf Registration was filed; or
(iii) (A) the Partnership has not exchanged the Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms Commission pursuant to Section 13 or 15(d) of the Exchange Offer Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or prior to the 30th Business Day after the date on which the Exchange Registration Statement was declared effective or (B) if applicableInitial Notes are not otherwise Freely Tradable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to Issuer shall pay Additional Interest on the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Initial Notes. Additional Interest”) Interest shall accrue on at the principal amount of the Notes at a rate of 0.50% per annum of the principal amount of the Initial Notes for each day during such period for which the first 90 days commencing on the day following the Registration DefaultGuarantor’s failure to file has occurred and is continuing.
(b) Further, if, and increasing to 1.00% thereafterfor so long as, to but excluding the Restrictive Notes Legend has not been removed from the Initial Notes, the Initial Notes are assigned a restricted CUSIP number or the Initial Notes are not otherwise Freely Tradable as of the 370th day on which after the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with last date of original issuance of any of the interest payment due on Initial Notes, the first interest payment date following the date on which such additional Additional Interest begins to accrue; provided, however, that (a) the Issuer shall pay Additional Interest on the Initial Notes. Such Additional Interest will accrue on the Initial Notes may from the 371st day after the last date of original issuance of any of the Initial Notes at the rate of 0.50% per annum of the principal amount of Initial Notes outstanding until the Restrictive Notes Legend has been removed, the Initial Notes are assigned an unrestricted CUSIP number and the Initial Notes are Freely Tradable (other than the Issuer’s or the Guarantor’s Affiliates or Holders that were the Issuer’s or the Guarantor’s Affiliates during the three months immediately preceding).
(c) Notwithstanding the foregoing, if the Issuer has complied with all applicable requirements of the Depositary (including all applicable notice requirements) to effect the removal of the Restrictive Notes Legend as set forth in Section 3.07 on or prior to the 370th day after the last date of original issuance of the Initial Notes, any Additional Interest that the Issuer would otherwise be required to pay pursuant to this Section 4.06 for failure to remove the Restrictive Notes Legend will not accrue under more than one until the tenth calendar day after such 370th day.
(d) In no event shall Additional Interest payable pursuant to this Section 4.06 accrue, together with any Additional Interest payable pursuant to Section 9.04(b), at a rate per year in excess of 0.50% per annum, regardless of the foregoing clauses number of events or circumstances giving rise to requirements to pay such Additional Interest pursuant to this Section 4.06 or pursuant to Article 9.
(i)-(iiie) at any one time Additional Interest that is payable pursuant to this Section 4.06 shall be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes and shall be separate and distinct from, and in no event will addition to, any Additional Interest that may accrue after at the Effectiveness Period, Issuer’s election as the sole remedy relating to a Reporting Default.
(bf) The Issuer shall notify the Trustee and the Paying Agent (if a Holder is not able other than the Trustee) in writing of any Additional Interest that has become due and payable. Such notice shall include reference to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registrationevent that caused the Additional Interest to become due, the Holder Additional Interest rate, and the date that such Additional Interest shall begin to accrue from. If Additional Interest shall cease to accrue, the Issuer shall notify the Trustee and the Paying Agent (if other than the Trustee) in writing.
(g) Notwithstanding the foregoing, the Issuer will not be entitled required to receive any pay Additional Interest with respect to its any failure to timely file any report, if the Notes are not eligible for resale under Rule 144 or if the Notes are not Freely Tradable, in each case as required under this Section 4.06 (i) on any date on which (a) the Issuer and the Guarantor have filed a Shelf Registration Statement for the resale of the Notes (including the Guarantee) and any Ordinary Shares issuable upon exchange of the Notes; , (b) such Shelf Registration Statement is effective and usable by Holders identified therein as selling security holders for the resale of the Notes, the Guarantee and any Ordinary Shares issued upon exchange of the notes, (c) the Partnership Holders may register the resale of their Notes under such Shelf Registration Statement on terms customary for the resale of exchangeable securities offered in reliance on Rule 144A and (d) the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Partnership shall notify the Trustee within 3 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due Notes and/or Ordinary Shares sold pursuant to such Shelf Registration Statement become Freely Tradable as a result of such sale, or (ii) once the Issuer has complied with the requirements set forth in clause (a)(i), (a)(iii) or (a)(iii) above for a period of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accruetwo years.
Appears in 1 contract
Sources: Indenture (Horizon Pharma PLC)
Additional Interest. (a) The Partnership, Company and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor Company fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Company agrees to pay, as liquidated damages, additional interest on the Notes ("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date applicable thereto (I.E., 60 days after the Issue Date) or (B) notwithstanding that the Partnership Company has consummated or will consummate an the Exchange Offer, the Partnership Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later 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 Date, and 30 days after such Additional Interest rate shall increase by an additional 0.25% per annum at the obligation to file such Shelf Registration arisesbeginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto (I.E., 120 days after the Issue Date) or (B) notwithstanding that the Partnership Company has consummated or will consummate an the Exchange Offer, the Partnership Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the date day after such Shelf Registration was filed-12- Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Partnership Company has not exchanged the Exchange Notes for Exchange Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) 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 following after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Defaultceases to be effective in the case of (B) above, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. such Additional Interest will be paid semirate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-annually in arrears with day period; PROVIDED, HOWEVER, that the interest payment due Additional Interest rate on the first interest payment date following Notes may not exceed at any one time in the date on which such additional Additional Interest begins to accrueaggregate 1.0% per annum; providedPROVIDED, howeverFURTHER, HOWEVER, that (a1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes may not accrue under more than one in respect of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named which such events relate as a selling security holder in a Shelf Registrationresult of such clause (or the relevant subclause thereof), as the Holder will not be entitled case may be, shall cease to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaultaccrue.
(b) The Partnership Company shall notify the Trustee within 3 Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”"EVENT DATE"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, cash semi-annually on each January 1 and July 1 (to the holders of record on the dates December 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on June 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue.to
Appears in 1 contract
Sources: Registration Rights Agreement (Big Flower Holdings Inc/)
Additional Interest. (a) The Partnership, Issuers and the Parent and each Subsidiary Guarantor acknowledges and agrees Initial Purchasers agree that the Holders of Registrable Notes Securities will suffer damages if the Partnership, the Parent or any Subsidiary Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:the Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative except as otherwise provided below):
(i) (A) if neither the Exchange Registration Statement is not nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that Date, Additional Interest shall accrue on the Partnership has consummated or will consummate an Exchange Offer, Registrable Securities over and above the Partnership is required to file stated interest at a Shelf Registration and such Shelf Registration is not filed on or prior to rate of .25% per annum for the later of first 90 days immediately following the Filing Date and 30 days after Date, such Additional Interest rate increasing by an additional .25% per annum at the obligation to file such Shelf Registration arises; orbeginning of each subsequent 90-day period;
(Aii) if neither the Exchange Registration Statement nor a the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date Date, Additional Interest shall accrue on the Registrable Securities included or (B) notwithstanding that which should have been included in such Registration Statement over and above the Partnership has consummated or will consummate an Exchange Offer, stated interest at a rate of .25% per annum for the Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day first 90 days immediately following the date day after the Effectiveness Date, such Shelf Registration was filedAdditional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Partnership Company has not exchanged the Notes for Exchange Notes, Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th Business Day after the date on which Consummation Date or (B) the Exchange Registration Statement was declared ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (BC) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of Registrable Securities (over and above the Notes stated interest rate otherwise payable on the Registrable Securities) at a rate of 0.50.25% per annum for the first 90 days commencing on the (x) 151st day following after the Registration DefaultIssue Date, and increasing to 1.00% thereafterin the case of (A) above, to but excluding or (y) the day on which the Exchange Registration Default has been cured. 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 will be paid semirate increasing by an additional .25% per annum at the beginning of each such subsequent 90-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional Additional Interest begins to accrueday period; provided, howeverthat the Additional Interest rate on the Registrable Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (a1) upon the filing of the Exchange Registration Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of Exchange Securities for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Notes Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may not accrue under more than one be, shall cease to accrue. It is understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement (regardless of the foregoing clauses (i)-(iii) at any one time and whether a Blocking Period is in effect), no event will Additional Interest shall accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Defaulton such Registrable Security.
(b) The Partnership Company shall notify the Trustee within 3 Business Days three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of The Issuers shall pay the Additional Interest due pursuant to clause (a)(i)on the Registrable Securities by depositing with the Trustee, (a)(ii) or (a)(iii) in trust, for the benefit of this Section 4 will be payable in cashthe Holders thereof, on or before the dates and applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the manner provided in the Indenture and whether or not any cash interest would Additional Interest then due to Holders of Registrable Securities. The Additional Interest amount due shall be payable on each such datedate to the record Holder of Registrable Securities on January 15 or July 15, commencing with as the first case may be, immediately preceding such semi-annual interest payment date occurring after any (or the calendar date which would be a semi-annual interest payment date if cash interest were then payable on the Registrable Securities). The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest commences 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 accruepay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, an Exchange Offer to be consummated or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Triton PCS Holdings Inc)