Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the 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 neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; (ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and (iii) if (A) the Company has not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .25% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) 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 Registrable Securities as 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 Statement, no Additional Interest shall accrue on such Registrable Security. (b) The Company shall notify the Trustee within 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 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 will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 2 contracts
Sources: Registration Rights Agreement (Navistar International Corp /De/New), Registration Rights Agreement (Navistar International Corp /De/New)
Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each subsequent 90-day period; andor
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the Commission on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes 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 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Company has not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 180th day following the Issue Date or (B) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been is declared effective and such Shelf Registration but thereafter ceases to be effective at any time during the Effectiveness PeriodPeriod (except as permitted by Section 10(a) hereof) for a period of 15 consecutive days without being succeeded immediately by an additional Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, filed and declared effective, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date, in the case of (A) above, or (y) the 16th day the Exchange after such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Securities 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), 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within one business day 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on the Registrable Securities by depositing interest payment dates specified in the Indenture (to the holders of record as specified in the Indenture), commencing 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 first such interest payment date occurring after any such Additional Interest commences to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 2 contracts
Sources: Registration Rights Agreement (International Knife & Saw Inc), Registration Rights Agreement (Icn Pharmaceuticals Inc)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 225th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st 226th day after the Issue Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Sec- tion 4), Additional Interest on the Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record on the Registrable Securities by depositing July 15 and January 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 2 contracts
Sources: Registration Rights Agreement (Nb Finance Corp), Purchase Agreement (Nb Finance Corp)
Additional Interest. (a) The Company Issuer and the Initial Purchasers Purchaser agree that the Holders of Registrable Securities Notes will suffer damages if the Company Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company Issuer agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration 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 Registrable Securities Notes over and above the any stated interest at a rate of .250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date, then commencing on the day after the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement Notes over and above the any stated interest at a rate of .250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company Issuer (and any then existing Subsidiary Guarantor) has not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 45th day after the date on which the Exchange Registration Statement is declared effective or (B) the Exchange Registration Statement ceases Initial Shelf Registration, if required to be filed hereunder, is not declared effective at any time on or prior to the time that the Exchange Offer is consummated Effectiveness Date or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (Notes over and above any stated interest otherwise payable on the Registrable Securities) at a rate of .250.50% per annum of the principal amount of such Notes for the first 90 days commencing on the (x) 181st 60th day after the Issue Datedate on which the Exchange Registration Statement is declared effective, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (zy) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed at any one time in the aggregate 1.02.0% per annum; and provided, provided further, that (1) upon the filing of the Exchange Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 4above), (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 4above), or (3) upon the exchange of Exchange Securities Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4above), or upon the effectiveness of the Exchange Initial Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), above) or upon the effectiveness of the a Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4above), Additional Interest on the Registrable Securities Notes as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuer shall notify the Trustee within 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable semi-annually, on the Registrable Securities by depositing dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable first such semi-annual interest payment date, immediately available funds in sums sufficient to pay the date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, 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. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 2 contracts
Sources: Indenture (Forman Petroleum Corp), Registration Rights Agreement (Forman Petroleum Corp)
Additional Interest. (a) The Company Each Issuer and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company any Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative):below:
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, then, commencing on the 91st day after the Issue Date, Additional Interest shall accrue on the Registrable Securities Notes over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 151st day after the Issue Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 195th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (unless all the Securities have been sold thereunder), then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on the Registrable such Securities) at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st the 196th day after the Issue DateDate with respect to the Securities validly tendered and not exchanged by the Issuers, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities any affected Security may not exceed at any one time in the aggregate 1.01.00% per annum; and provided, further, that (1) upon the filing of the Exchange Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 44(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 44(a)), or (3) upon the exchange of Exchange Securities for all Notes Securities tendered and not validly withdrawn (in the case of clause (iii)(A) of this Section 44(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 44(a)), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 44(a)), Additional Interest on the Registrable affected Securities as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within 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 Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Securities in cash semi-annually on each February 1 and August 1 (to the holders of record on the Registrable Securities by depositing January 15 and July 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 2 contracts
Sources: Registration Rights Agreement (Tokheim Corp), Registration Rights Agreement (Tokheim Corp)
Additional Interest. (a) The Company and the Initial Purchasers agree Issuer agrees that the Holders of Registrable Securities Notes will suffer damages if the Company Issuer fails to fulfill its obligations under Section 2 or Section 3 8 hereof (except as a result of the failure of the Holders or any underwriters to fulfill their obligations hereunder) and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company Issuer agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional InterestADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if neither the Exchange a Demand Registration Statement nor the Initial Shelf Registration has not been filed on or prior to its Demand Filing Deadline, then commencing on the day after such Demand Filing DateDeadline, Additional Interest shall accrue be accrued on the Registrable Securities Notes to be covered by such Demand Registration Statement over and above the stated accrued interest at a rate of .25% per annum on the Accreted Value of such Registrable Notes for the first 90 days immediately following the such Demand Filing DateDeadline, such Additional Interest rate increasing by an additional .25% per annum on the Accreted Value of such Registrable Notes at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange such Demand Registration Statement nor the Initial Shelf Registration is has not been declared effective by the SEC on or prior to such Effectiveness Date, then commencing on the day after such Effectiveness Date, Additional Interest shall accrue be accrued on the Registrable Securities included or which should have been Notes included in such Demand Registration Statement over and above the stated accrued interest at a rate of .25% per annum on the Accreted Value of such Notes for the first 90 days immediately following the day after the such Effectiveness 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; and;
(iii) if (A) the Company a Demand Registration Statement has not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange been declared effective and such Demand Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodTermination Date, then Additional Interest shall accrue be accrued on the Registrable Securities (Notes affected thereby over and above any other accrued interest otherwise payable on the Registrable Securities) at a rate of .25% per annum on the Accreted Value of such Notes for the first 90 days commencing on the (x) 181st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange such Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) aboveeffective, such Additional Interest rate increasing by an additional .25% per annum on the Accreted 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, then commencing on the day after such Offering Memorandum Deadline, Additional Interest shall be accrued on the Registrable Notes to be covered by the Rule 144A Resale proposed in such Rule 144A Notice over and above the accrued interest at a rate of .25% per annum on the Accreted Value of such Registrable Notes for the first 90 days immediately following such Offering Memorandum Deadline, 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; providedPROVIDED, howeverHOWEVER, that the Additional Interest rate on the Registrable -------- ------- Securities any Note may not exceed at any one time in the aggregate 1.0% per annumannum on the Accreted Value of such Registrable Notes; PROVIDED, FURTHER that Additional Interest shall not accrue if the failure of the Issuer to comply with its obligations hereunder is a result of the failure of the Holders or any underwriters to fulfill their obligations hereunder; and providedPROVIDED, furtherFURTHER, that (1) upon the filing of the Exchange a Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 4above), (2) upon the effectiveness of the Exchange a 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)(Bii) of this Section 4above), or (3) upon the effectiveness of the Shelf a substitute Registration which had ceased to remain effective Statement (in the case of (iii)(Ciii) above), or (4) upon the preparation of this a preliminary Offering Memorandum in accordance with the provisions of Section 48 (except with respect to the requirement that such Offering Memorandum be prepared on or before the Offering Memorandum Deadline) (in the case of (iv) above), Additional Interest on the such Registrable Securities Notes as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuer shall notify the Trustee within one business day 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")paid. The Company shall pay the Any amounts of Additional Interest due pursuant to Section 3(a) will accrue semi-annually on the Registrable Securities by depositing each July 1, and January 1 (each an "ADDITIONAL INTEREST PAYMENT DATE"), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 andmonths. On any Additional Interest Payment Date, in to the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay extent any Additional Interest shall be deemed have accrued during the period from the previous Additional Interest Payment Date (the "INTEREST PERIOD") due to accrue immediately following the occurrence during such Interest Period of an event described in Section 3(a), the applicable Event Date. The parties hereto agree that Issuer shall issue a note or notes to the holders on the Additional Interest provided for Payment Date substantially in this Section 4 constitutes a reasonable estimate the form of Exhibit A to the damages that may Indenture. The Accreted Value of such notes shall be incurred by Holders of Registrable Securities by reason of equal to the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, Additional Interest accrued during such Interest Period and shall otherwise have the same terms as the case may be, in accordance with this Section 4Notes.
Appears in 2 contracts
Sources: Registration Rights Agreement (Huntsman International Holdings LLC), Registration Rights Agreement (Huntsman International Holdings LLC)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeindependent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 90th day after the date on which the Exchange Offer 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.25% per annum for the first 90 days commencing on the (x) 181st 91st day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed thatNotwithstanding any other provision of this Section 4, notwithstanding any provision the Issuers shall not be obligated to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no pay Additional Interest shall accrue on such Registrable Securityprovided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Company Issuers shall notify the Trustee within one business day 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each April 15 and October 15 (to the holders of record on the Registrable Securities by depositing April 1 and October 1 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 2 contracts
Sources: Registration Rights Agreement (Omega Healthcare Investors Inc), Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. The Indenture executed in connection with the Securities will provide that in the event that either (a) The Company and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the 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 neither the Exchange Offer Registration Statement nor is not filed with the Initial Shelf Registration has been filed SEC on or prior to 180 days after the Filing Datedate hereof, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to 270 days after the date hereof or (c) the Exchange Offer is not consummated and a Shelf Registration Statement is not declared effective, in both cases, on or prior to 300 days after the date hereof (each such event referred to in clauses (a) through (c) above, a “Registration Default”), the interest rate borne by the Securities shall be increased (“Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25Interest”) by 0.25% per annum upon the occurrence of each Registration Default, which rate will increase by 25 basis points per annum each three month period that such Additional Interest continues to accrue under any such circumstance, provided that the maximum aggregate increase in the interest rate will in no event exceed 50 basis points per annum. Following the cure of all Registration Defaults the accrual of Additional Interest will cease and the interest rate will revert to the original rate. The Company will not be obligated to pay Additional Interest in respect of more than one default at a time. If the Shelf Registration Statement is unusable by the Holders for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 90 days in the aggregate, then the interest rate borne by the Securities will be increased by 25 basis points per annum of the principal amount of the Securities for the first 90 days immediately following three month period (or portion thereof) beginning on the Filing Date90th such date that such Shelf Registration Statement ceases to be usable in such twelve-month period, such Additional Interest which rate increasing shall be increased by an additional .25% 25 basis points per annum of the principal amount of the Securities at the beginning of each subsequent 90-day three month period;
(ii) if neither , provided that the Exchange maximum aggregate increase in the interest rate will in no event exceed 50 basis points per annum. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. Upon the Shelf Registration Statement nor once again becoming usable, the Initial Shelf Registration is declared effective interest rate borne by the SEC on or prior Securities will be reduced to the Effectiveness Date, original interest rate if the Issuer is otherwise in compliance with this Agreement at such time. Additional Interest shall accrue be computed based on the Registrable Securities included or actual number of days elapsed in each three month period in which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .25% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) 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 Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrueis unusable. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuer shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "“Event Date"”). The Company shall pay the Additional Interest due on will be payable in cash or in the Registrable Securities by depositing form of PIK interest in the same proportion the Issuer has elected to pay PIK interest with the Trustee, in trust, for the benefit of the Holders thereof, on or before respect to the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due to Holders of Registrable Securitiesperiod. 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 paid on such date as set forth in the Indenture. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately from and including the day following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (NeoSpine Surgery, LLC)
Additional Interest. (a) The Issuer and the Company and the Initial Purchasers agree that the Holders of Registrable Securities Notes will suffer damages if the Issuer and the Company fails fail to fulfill its their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company Issuer agrees to pay, pay as liquidated damages, additional interest on the Registrable Securities Notes (the "Additional Interest") under the circumstances and to the extent set forth below as follows (each of which shall be given independent effect and shall not be duplicativewithout duplication):
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration Statement has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Issuer and the Company have consummated or will consummate an Exchange Offer, the Issuer and the Company are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the Filing DateDate applicable thereto, then commencing on the day after either such required filing date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the Filing Dateeach such filing date, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Issuer and the Company has have not exchanged the Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 210th day after the Issue Date or (B) if applicable, the Exchange Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of its effective date (other than after such time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has as all Notes have been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Perioddisposed of thereunder), then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.25% per annum for the first 90 days commencing on the (x) 181st the 211th day after the Issue Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate by increasing by an additional .250.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may 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 a Shelf Registration as required hereunder Statement (in the case of clause (i) of this Section 44(a)(i)), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration as required hereunder Statement (in the case of clause (ii) of this Section 44(a)(ii)), or (3) upon the exchange of Exchange Securities Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 44(a)(iii)(A)), or upon the effectiveness of the Exchange Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 44(a)(iii)(B)), 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 Liquidated Damages on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof)Section, as the case may be, shall cease to accrue. It being understood accrue and agreed that, notwithstanding any provision the interest rate borne by the registrable notes will be reduced to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Securityoriginal interest rate.
(b) The Issuer and the Company shall notify the Trustee within 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each February 15 and August 15 (to the Registrable Securities by depositing holders of record on February 1 and August 1), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Universal Compression Inc)
Additional Interest. (a) The Company Issuers and the Initial Purchasers Purchaser agree that the Holders of Registrable Securities Notes will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as the sole liquidated damages, for such failure additional interest on the Registrable Securities Appreciation Notes ("Additional Interest") shall become payable with respect to the Appreciation Notes under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative):below:
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, then, commencing on the 61st day after the Issue Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest $3,000,000 at a rate of .250.50% per annum for the first 90 30 days immediately following commencing on the Filing 61st day after the Issue Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 9030-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 91st day after the Filing Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest $3,000,000 at a rate of .250.50% per annum for the first 90 30 days immediately following commencing on the 91st day after the Effectiveness Filing Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 9030-day period; and
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Appreciation Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 120th day after the Filing Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (unless all Appreciation Notes have been sold thereunder), then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) $3,000,000 at a rate of .250.50% per annum for the first 90 30 days commencing on the (x) 181st the 121st day after the Issue DateFiling Date with respect to the Appreciation Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each such subsequent 9030-day period; provided, however, that in any event the Additional Interest rate on the Registrable -------- ------- Securities any affected Appreciation Notes may not exceed at any one time in the aggregate 1.01.5% per annum; and provided, further, that (1) upon the filing of the Exchange Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 44(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 44(a)), or (3) upon the exchange of Appreciation Exchange Securities Notes for all Appreciation Notes tendered (in the case of clause (iii)(A) of this Section 44(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 44(a)), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 44(a)), Additional Interest on the Registrable Securities affected Appreciation Notes as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within 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 Registrable Securities transfer restricted Appreciation Notes by depositing with the Trusteepaying agent (which shall not be the Company for these purposes) for the transfer restricted Appreciation Notes, in trust, for the benefit of the Holders holders thereof, prior to 11:00 A.M. on or before the applicable semi-annual interest payment dateeach June 15 and December 15, immediately available funds in sums sufficient to pay the Additional Interest then due to Holders due. Any amounts of Registrable Securities. The Additional Interest due shall pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Appreciation Notes in cash semi-annually on each interest payment date specified by the Indenture (or such other indenture) to the record Holder of Registrable Securities holders entitled to receive the interest payment to be made on such date, commencing with the first such date as set forth in the Indentureoccurring 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 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. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Appreciation Notes Registration Rights Agreement (Central Michigan Distribution Co Lp)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities Notes will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, each of the Company Issuers agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional InterestADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing DateDate or (B) notwithstanding that the Issuers have filed an Exchange Registration Statement, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Securities Notes over and above the stated interest at a rate of .250.25% per annum for the first 90 days immediately following the Filing DateDate or such 45th day, as the case may be, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement Notes over and above the stated interest at a rate of .250.25% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has Companies have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or 240th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that consummation of the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (Notes over and above any the stated interest otherwise payable on the Registrable Securities) at a rate of .250.25% per annum for the first 90 days commencing on the (x) 181st 241st day after the Issue Date, Date in the case of (A) above, above or (y) the day the such Exchange Registration Statement or Shelf Registration 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 and (C) above, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each such subsequent 90-day period; providedPROVIDED, howeverHOWEVER, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed at any one time in the aggregate 1.0% per annum; and providedPROVIDED, further, FURTHER that (1) upon the filing of the Exchange Registration -------- ------- Statement or a each Shelf Registration as required hereunder (in the case of clause (i) of this Section 4above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the Shelf Registration as required hereunder case may be (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of Exchange Securities Notes for all Registrable Notes tendered (in the case of clause (iii)(A) of this Section 4), above) or upon the effectiveness of the an Exchange Registration Statement or Shelf Registration 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 and (in the case of (iii)(CC) of this Section 4above), Additional Interest on the any Registrable Securities Notes then accruing Additional Interest as 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 Statement, no Additional Interest shall may not accrue on such Registrable Securitypursuant to more than one clause of subsection (a) at any one time.
(b) The Company Issuers shall notify the Trustee within one business day Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event DateEVENT DATE"). The Company shall pay the Any amounts of Additional Interest due on the Registrable Securities by depositing with the Trusteepursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in trust, for the benefit of the Holders thereof, on or before the applicable cash semi-annual annually on each regular interest payment date, immediately available funds date specified in sums sufficient the Indenture (to pay the Additional Interest then due to Holders of Registrable Securities. The Additional Interest due shall be payable Notes of record on each the regular record date therefor (as specified in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indentureaccrue. 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 HoldersNotes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Norcross Capital Corp)
Additional Interest. (a) The Company and In the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the 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):event that:
(i) if neither the Exchange Offer Registration Statement nor is not filed with the Initial Shelf Registration has been filed SEC on or prior to the Filing 120th calendar day after the Closing Date, then, commencing on the 121st calendar day after the Closing Date, additional interest (the “Additional Interest Interest”) shall accrue on the principal amount of the Registrable Securities Notes over and above the stated otherwise applicable interest rate at a rate of .250.25% per annum, plus an additional 0.25% per annum from and during any period in which such event has continued for the first more than 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day periodcalendar days;
(ii) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness 180th calendar day after the Closing Date, then, commencing on the 181st calendar day after the Closing Date, Additional Interest shall accrue on the principal amount of the Registrable Securities included or which should have been included in such Registration Statement Notes over and above the stated otherwise applicable interest rate at a rate of .250.25% per annum, plus an additional 0.25% per annum from and during any period in which such event has continued for the first more than 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; andcalendar days;
(iii) if (A) the Company has not exchanged Exchange Securities Notes for all Notes validly tendered and not validly withdrawn, in accordance with the terms of the Exchange Offer Offer, on or prior to the Consummation 225th calendar day after the Closing Date or (B) if the Shelf Registration Statement is required to be filed pursuant to Section 2(b) of this Agreement but is not declared effective by the SEC on or prior to the later of 120 calendar days after the Shelf Registration Event Date and the 225th calendar day after the Closing Date, then, commencing on the 121st calendar day after such Shelf Registration Event Date or the 226th calendar day after the Closing Date, as the case may be, Additional Interest shall accrue on the principal amount of the Registrable Notes over and above the otherwise applicable interest rate at the rate of 0.25% per annum, plus an additional 0.25% per annum from and during any period in which such event has continued for more than 90 calendar days;
(iv) the Company ceases to timely file reports with the SEC that would be required of a reporting company under the Exchange Act whether or not the SEC rules and regulations require the Company to file such reports (unless the SEC will not accept the filing of such reports), Additional Interest shall accrue on the principal amount of the Notes or the Exchange Notes over and above the otherwise applicable interest rate at the rate of 0.25% per annum commencing on the day that the Company ceases to timely file such reports, plus an additional 0.25% per annum from and during any period in which such event has continued for more than 90 calendar days;
(v) the Exchange Offer Registration Statement has been declared effective and such Exchange Offer Registration Statement ceases to be continuously effective or the Prospectus contained in such Exchange Offer Registration Statement ceases to be usable for its intended purpose (A) at any time prior to the expiration of the Applicable Period or (B) if related to corporate developments, public filings with the SEC or similar events or because the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and such failure continues for more than 45 days (whether or not consecutive and whether or not arising out of a single or multiple circumstances) in any twelve-month period, Additional Interest shall accrue on the principal amount of the Registrable Notes over and above the otherwise applicable interest rate at a rate of 0.25% per annum commencing on the day that (in the case of (A) above), or the 46th (cumulative) day after (in the case of (B) above), such Exchange Offer Registration Statement ceases to be effective at or the Prospectus ceases to be usable for its intended purposes, plus an additional 0.25% per annum from and during any time prior to the time that the Exchange Offer is consummated or period in which such event has continued for more than 90 calendar days; or
(Cvi) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be continuously effective or the Prospectus contained in such Shelf Registration Statement ceases to be usable for resales (A) at any time during prior to the expiration of the Effectiveness PeriodPeriod or (B) if related to corporate developments, then public filings with the SEC or similar events or because the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and such failure continues for more than 45 days (whether or not consecutive and whether or not arising out of a single or multiple circumstances) in any twelve-month period, Additional Interest shall accrue on the principal amount of the Registrable Securities (Notes over and above any the otherwise applicable interest otherwise payable on the Registrable Securities) rate at a rate of .250.25% per annum for the first 90 days commencing on the day that (x) 181st day after the Issue Date, in the case of (A) above), or the 46th (ycumulative) the day the Exchange Registration Statement ceases to be effective after (in the case of (B) above), or (z) the day such Shelf Registration Statement ceases to be effective in or the case of (C) aboveProspectus ceases to be usable for resales, such Additional Interest rate increasing by plus an additional .250.25% per annum at the beginning of each from and during any period in which such subsequent 90-day periodevent has continued for more than 90 calendar days; provided, however, that the aggregate amount of Additional Interest rate on in respect of the Notes, the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) upon the filing of Notes or 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 Registrable Securities as a result of such clause (or the relevant subclause thereof)Notes, as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within 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 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 will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.not exceed
Appears in 1 contract
Sources: Registration Rights Agreement (Amerenenergy Generating Co)
Additional Interest. (a) The Company and the Initial Purchasers Purchaser agree that the Holders of affected Registrable Securities Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damagesdamages and as the sole and exclusive remedy therefor, additional interest on the Registrable Securities affected Notes ("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):below:
(i) if neither the Exchange Offer Registration Statement nor is not filed with the Initial Shelf Registration has been filed on or prior to SEC within 45 days following the Filing Date, Issue Date Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither Notes to be exchanged pursuant to the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Offer Registration Statement over and above the stated interest at a rate of .250.50% per annum for the first 30 days commencing on the 46th day after the Issue Date such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period;
(ii) if the Shelf Registration Statement is not filed with the SEC within 45 days following receipt by the Company of a Shelf Request, Additional Interest shall accrue on the Shelf Notes that are the subject of a Shelf Request over and above the stated interest at a rate of 0.50% per annum for the first 30 days commencing on the 46th day after the receipt by the Company of the Shelf Request, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period;
(iii) if the Exchange Offer Registration Statement is not declared effective within 120 days following the Issue Date, Additional Interest shall accrue on the Notes to be exchanged pursuant to the Exchange Offer Registration Statement over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following commencing on the 121st day after the Effectiveness Issue Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iiiiv) if the Shelf Registration Statement is not declared effective within 120 days following receipt by the Company of a Shelf Request, Additional Interest shall accrue on the Shelf Notes that are included in the Shelf Registration Statement over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the 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
(v) if (A) the Company has not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 180 days after the Consummation 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 during the Effectiveness Periodconsummated, then Additional Interest shall accrue on the Registrable Securities (over and above any the stated interest otherwise payable on the Registrable Securities) at a rate of .250.50% per annum for the first 90 days commencing on the (x) the 181st day after the Issue DateDate with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (y) the day the Exchange Offer Registration Statement ceases to be effective or usable for its intended purpose with respect to the Notes to be exchanged pursuant to the Exchange Offer Registration Statement in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period;
(vi) if the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period, then Additional Interest shall accrue on the Shelf Notes remaining unsold that were included in the Shelf Registration Statement over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes under clauses (i) through (vi) above may not exceed at any one time in the aggregate 1.02.0% per annum; and provided, provided further, that (1) upon the filing of the Exchange Offer Registration -------- ------- Statement or a Shelf Registration as required hereunder Statement (in the case of clause clauses (i) of this Section 4or (ii) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration as required hereunder Statement (in the case of clause clauses (iiiii) of this Section 4or (iv) above), or (3) upon the exchange of Exchange Securities Notes for all Notes tendered (in the case of clause (iii)(Av)(A) of this Section 4above), or upon the effectiveness of the Exchange Offer Registration Statement which had ceased to remain effective (in the case of clause (iii)(Bv)(B) of this Section 4above), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(Cvi) of this Section 4above), Additional Interest on the Registrable Securities applicable Notes or Shelf Notes as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within 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 Registrable Securities transfer restricted Notes by depositing with the Trusteepaying agent (which shall not be the Company for these purposes) for the transfer restricted Notes, in trust, for the benefit of the Holders holders thereof, prior to 11:00 A.M. on or before the applicable semi-annual next interest payment datedate specified by the Indenture (or such other indenture), immediately available funds in sums sufficient to pay the Additional Interest then due to Holders due. Any amounts of Registrable Securities. The Additional Interest due shall pursuant to subsection (a) of this Section 4 will be payable to the Holders of affected Notes in cash semi-annually on each interest payment date specified by the Indenture (or such other indenture) to the record Holder of Registrable Securities holders entitled to receive the interest payment to be made on such date, commencing with the first such date as set forth in the Indentureoccurring 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 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. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Mediaamerica Inc)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativewithout duplication):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been filed on or prior to 90 days after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .250.5% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .250.5% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement is declared effective by the SEC on or prior to 180 days after the Effectiveness DateIssue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.5% per annum for the first 90 days immediately following the day after the Effectiveness Dateeach such filing date, such Additional Interest rate increasing by an additional .250.5% per annum at the beginning of each subsequent 90-day period; and
(iii) if either (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 210th day after the date on which the Exchange Offer Registration Statement was declared effective; provided, however, that if such 210th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) the Exchange if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of the Issue Date (other than after such time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has as all Notes have been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Perioddisposed of thereunder), then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.5% per annum for the first 90 days commencing on the (x) 181st the 211th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective effective, in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .250.5% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration -------- ------- Statement or a Shelf Registration as required hereunder Statement (in the case of clause (i) of this Section 44(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration as required hereunder Statement (in the case of clause (ii) of this Section 44(a)), or (3) upon the exchange of Exchange Securities for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 44(a)), or upon the effectiveness of the Exchange applicable Shelf Registration Statement which that had ceased to remain effective (in the case of (iii)(B) of this Section 44(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), Additional Interest on the Registrable Securities as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within one business day 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each January 1 and July 1, commencing January 1, 2004, (to the holders of record on the Registrable Securities by depositing December 15 and June 15 immediately preceding such dates), the same original interest dates as the Securities, commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersSecurities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), ) and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Securities Notes will suffer damages if the Company fails to fulfill its obligations under Section Sections 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("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):below:
(i) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been filed with the SEC on or prior to the Filing Date, then, commencing on the 91st day after the Issue Date, Additional Interest shall accrue on the Registrable Securities Notes over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 211th day following the Issue Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement Notes over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer and not withdrawn on or prior to the Consummation 255th day after the Issue Date or (B) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (Notes, over and above any the stated interest otherwise payable on the Registrable Securities) such Notes, at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st the 256th day after the Issue Date, Date with respect to the Notes validly tendered and not exchanged by the Company in the case of (A) above, or (y) the day the Exchange Offer Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each such subsequent 90-day periodperiod (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note); provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities any affected Note may not exceed at any one time in the aggregate 1.01.5% per annum; and provided, further, that (1) upon the filing of the Exchange Offer Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 4above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration as required hereunder Statement (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of Exchange Securities Notes for all Notes tendered and not validly withdrawn (in the case of clause (iii)(A) of this Section 4), above) or upon the effectiveness of the Exchange Offer Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4above), Additional Interest on the Registrable Securities Notes as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). The Company shall pay the Any amounts of Additional Interest due pursuant to clauses (a)(i), (ii) or (iii) above will be payable to the Holders of affected Notes in cash, 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 same 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 Payment Dates as set forth specified in the IndentureNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities 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. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Anchor Glass Container Corp /New)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities Notes will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativewithout duplication):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after such applicable Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes so affected at a rate of .250.50% per annum for the first 90 days immediately following the each such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 60th day following the date such Shelf Registration was filed, then, commencing on such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes so affected at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 45th day after the date on which the Exchange Offer Registration Statement relating thereto 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes so affected at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st 46th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities any affected Note may 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 a Shelf Registration as required hereunder (in the case of clause (i) of this Section 44(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 44(a)), or (3) upon the exchange of Exchange Securities Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 44(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), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(Ciii)(B) of this Section 44(a)), Additional Interest on the Registrable Securities Notes as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each June 15 and December 15 (to the holders of record on the Registrable Securities by depositing June 1 and December 1 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), ) and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Penn National Gaming Inc)
Additional Interest. (a) The Company Issuers and the Initial Purchasers Purchaser agree that the Holders of Registrable Securities Notes will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as the sole liquidated damagesdamages for such failure, additional interest on the Registrable Securities Notes ("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):below:
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, then, commencing on the 61st day after the Issue Date, Additional Interest shall accrue on the Registrable Securities Notes over and above the stated interest at a rate of .250.50% per annum for the first 90 30 days immediately following commencing on the Filing 61st day after the Issue Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 9030-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 91st day after the Filing Date, Additional Interest shall accrue on the Registrable Securities Notes included or which should have been included in such Registration Statement over and above the stated interest at a rate of .250.50% per annum for the first 90 30 days immediately following commencing on the 91st day after the Effectiveness Filing Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 9030-day period; and
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 120th day after the Filing Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securitiessuch Notes) at a rate of .250.50% per annum for the first 90 30 days commencing on the (x) 181st the 121st day after the Issue DateFiling Date with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each such subsequent 9030-day period; provided, however, that in any event the Additional Interest rate on the Registrable -------- ------- Securities any affected Notes may not exceed at any one time in the aggregate 1.01.5% per annum; and provided, further, that (1) upon the filing of the Exchange Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 44(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 44(a)), or (3) upon the exchange of Exchange Securities Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 44(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 44(a)), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 44(a)), Additional Interest on the Registrable Securities affected Notes as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within 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 Registrable Securities transfer restricted Notes by depositing with the Trusteepaying agent (which shall not be the Company for these purposes) for the transfer restricted Notes, in trust, for the benefit of the Holders holders thereof, prior to 11:00 A.M. on or before the applicable semi-annual next interest payment datedate specified by the Indenture (or such other indenture), immediately available funds in sums sufficient to pay the Additional Interest then due to Holders due. Any amounts of Registrable Securities. The Additional Interest due shall pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Notes in cash semi-annually on each interest payment date specified by the Indenture (or such other indenture) to the record Holder of Registrable Securities holders entitled to receive the interest payment to be made on such date, commencing with the first such date as set forth in the Indentureoccurring 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 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. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Central Michigan Distribution Co Lp)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Reg- istration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 200th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.25% per annum for the first 90 days commencing on the (x) 181st 201st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events re- late as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each June 15 and December 15 (to the holders of record on the Registrable Securities by depositing June 1 and December 1 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.5% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.5% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.5% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.5% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 30th day after the Exchange Offer Registration Statement is 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod for a period of ten consecutive days without being succeeded by an effective Shelf Registration Statement, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.5% per annum for the first 90 days commencing on the (x) 181st 31st day after the Issue DateExchange Offer Registration Statement is declared effective, in the case of (A) above, or (y) the 11th day the Exchange after such Shelf Registration Statement ceases to be effective effective, in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.5% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed at any one time in the aggregate 1.02.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision Additional Interest will not accrue with respect to the contrary, so long as any Registrable Security is then covered by an effective a Shelf Registration Statement, no Additional Interest shall accrue on Statement during any period in which the Issuers suspend the effectiveness or use of such Registrable SecurityShelf Registration Statement in accordance with the terms of Section 3(a) hereof.
(b) The Company Issuers shall notify the Trustee within one business day 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on the Registrable Securities by depositing interest payment dates specified in the Indenture and the Notes to the holders of record as specified in the Indenture, commencing 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 first such interest payment date occurring after any such Additional Interest commences to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of 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 composed of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to payIssuers agree that, as liquidated damages, additional the interest rate on the Registrable Securities Notes will increase ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 181st day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at usable by the Holders for any time reason for 30 days in the aggregate in any consecutive twelve-month period during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.25% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that (1) the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within one business day 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"”). The Company shall pay the Any amounts of Additional Interest due pursuant to clause (a) of this Section 4 will be payable in cash semiannually on each April 1 and October 1 (to the holders of record on the Registrable Securities by depositing March 15 and September 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay No Additional Interest shall be deemed accrue with respect to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree Notes that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of are not Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4Notes.
Appears in 1 contract
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativewithout duplication):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .250.25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to 210 days after the Effectiveness DateIssue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 90th day following the date such Shelf Registration was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the day after the Effectiveness Dateeach such filing date, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if either (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 45th day after the date on which the Exchange Offer 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during prior to the Effectiveness Periodsecond anniversary of the Issue Date (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.25% per annum for the first 90 days commencing on the (x) 181st the 46th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective effective, in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) upon the filing of the Exchange Offer Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 44(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration as required hereunder (in the case of clause (ii) of this Section 44(a)), or (3) upon the exchange of Exchange Securities for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 44(a)), or upon the effectiveness of the Exchange applicable Shelf Registration Statement which that had ceased to remain effective (in the case of (iii)(B) of this Section 44(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), Additional Interest on the Registrable Securities Securi- ties as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). The Company shall pay the Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each April 15 and October 15 (to the holders of record on the Registrable Securities by depositing April 1 and October 1 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersSecurities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), ) and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Town Sports International Inc)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then commencing on the day after any such Filing 13 -12- Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .25% per annum for the first 90 days immediately following the each such Filing Date, such Additional Interest rate increasing shall increase by an additional .25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after the applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .25% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and the rate of such Additional Interest rate increasing shall increase by an additional .25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 45th day after the date on which the Exchange Offer Registration Statement relating thereto 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .25% per annum for the first 90 days commencing on the (x) 181st 46th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing shall increase by an additional .25% per annum at the beginning of each such subsequent 90-day period; providedperiod (it being understood and agreed that, howevernotwithstanding any provision to the contrary, so long as any Note that is the subject of a Shelf Notice is then covered by an effective Shelf Registration, no Additional Interest rate shall accrue or accumulate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annumsuch Notes); and provided, further, that (1) upon the filing of the Exchange Registration -------- ------- Statement or a applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 44(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 44(a)), or (3) upon the exchange of the applicable Exchange Securities Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 44(a), or upon the effectiveness of the Exchange applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 44(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), Additional Interest on the Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed thataccrue or accumulate, notwithstanding any provision to as the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Securitycase may be.
(b) The Company Issuers shall notify the Trustee (who shall be acting under and protected by the terms of the Indenture) within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). The Company shall pay the Any amounts of Additional Interest due on the Registrable Securities by depositing with the Trusteepursuant to (a)(i), in trust, for the benefit (a)(ii) or (a)(iii) 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 this Section 4 shall be payable in cash semiannually on each interest payment date January 1 and July 1 (to the holders of record Holder of Registrable Securities entitled to receive on the interest payment to be made on December 15 and June 15 immediately preceding such dates), commencing with the first such date as set forth in the Indentureoccurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable rate of Additional Interest rate by the principal amount of the affected Registrable Securities of such HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such rate of Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Roma Fort Worth Inc)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, jointly and severally, 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 duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable principal amount of the Securities over and above the stated interest at a rate of .250.25% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of the Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .250.25% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 30th business day from the date the Exchange Offer 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.25% per annum for the first 90 days commencing on the (x) 181st 30th business day after from the Issue Datedate the Exchange Offer Registration Statement was declared effective, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within 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 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 will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.of
Appears in 1 contract
Sources: Registration Rights Agreement (Appliance Warehouse of America Inc)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as liquidated damages, additional cash interest on the Registrable Securities (whether or not cash interest is then payable on the Registrable Securities in accordance with the Indenture) ("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 neither the Exchange Registration Statement nor the Initial Shelf Registration has not been filed on or prior to the Filing DateDate or the Initial Shelf Registration has not been filed on or prior to the date by which it is required to be filed pursuant to Section 3(a) hereof, Additional Interest shall accrue on the Registrable Securities over and above the stated cash interest rate (if any) at a rate of .25% 25 basis points per annum for the first 90 days immediately following the Filing DateDate or such required date, as the case may be, such Additional Interest rate increasing by an additional .25% 25 basis points per annum at the beginning of each subsequent 90-day period;
(ii) if neither Additional Interest is not then accruing pursuant to Section 4(a)(i) and the Exchange Registration Statement nor the Initial Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness DateDate or the Initial Shelf Registration is not declared effective on or prior to the 120th day after filing thereof, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated cash interest rate (if any) at a rate of .25% 25 basis points per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% 25 basis points per annum at the beginning of each subsequent 90-day period; and
(iii) if Additional Interest is not then accruing pursuant to Section 4(a)(i) and 4(a)(ii) and (A) the Company has Issuers have not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) including by reason of the Exchange Registration Statement ceases ceasing to be effective at any time prior to the time that the Exchange Offer is consummated effective) or (CB) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue be accrued on the Registrable Securities (over and above any the stated cash interest rate (if any) otherwise payable on the Registrable Securities) at a rate of .25% 25 basis points per annum for the first 90 days commencing on the (x) 181st 210th day after the Issue Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective effective, in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .25% 25 basis points per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% 100 basis points per annum; and provided, further, that (1) upon the filing of the Exchange Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (ia)(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 (iia)(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)(Ba)(iii)(A) of this Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of clause (iii)(Ca)(iii)(B) of this Section 4), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within one five business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). The Company 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, date (or the calendar date which would be a semi-annual interest payment date if cash interest were then payable on the Registrable Securities) immediately available funds in sums sufficient suffi- cient to pay the Additional Interest then due to Holders of Registrable Securities. The Additional Interest amount due shall be payable on each interest payment such date to the record Holder of Registrable Securities entitled to receive on the March 1 or September 1, as the case may be, immediately preceding such semi-annual interest payment to date (or the calendar date which would be made a semi-annual interest payment date if cash interest were then payable on such date as set forth in the IndentureRegistrable Securities). The amount of Additional Interest will be determined by multiplying applying the applicable Additional Interest rate by to 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 rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes the sole and exclusive remedy for a breach of Sections 2 or 3 and is a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer Registration Statement to be filed or declared effective, an Exchange Offer to be consummated or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Frontiervision Holdings Capital Ii Corp)
Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the 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):
If (i) if neither on or prior to 60 days following the date of original issuance of the Registrable Preferred Securities the Exchange Offer Registration Statement, or the Shelf Registration Statement nor in the Initial Shelf Registration event that (A) the Exchange Offer, or the making of any exchange by a Holder, would violate applicable law or any applicable interpretation of the staff of the Commission, (B) any action or proceeding shall have been instituted in any court by or before any governmental agency with respect to the Exchange Offer which, in the judgment of the Trust and the Company, would materially impair the ability of the Trust to proceed with the Exchange Offer, (C) such Exchange Offer will result in a "Tax Event" as defined in the Indenture, or (D) there shall have been adopted or enacted any law, statute, rule or regulation which, in the judgment of the Trust and the Company, would materially impair the ability of the Trust to proceed with the Exchange Offer, has not been filed with the Commission, or (ii) on or prior to the Filing Date, Additional Interest shall accrue on 120th day following the issuance of the Registrable Preferred Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is not declared effective by the SEC effective, or (iii) on or prior to the Effectiveness Date180th day following the issuance of the Registrable Preferred Securities the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective (each, Additional Interest shall a "Registration Default"), additional interest ("Registration Penalty") will accrue on the Registrable Securities included or which should have been included Debentures and, accordingly, additional Distributions will accrue on the Preferred Securities, in each case from and including the day following such Registration Statement over Default. A Registration Penalty will be paid semi-annually in arrears, with the first semi-annual payment due on the first interest or distribution payment date, as applicable, following the date on which such Registration Penalty begins to accrue, and above the stated interest will accrue at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by equal to an additional .25% one-quarter of one percent (0.25%) per annum at Registration Default (not to exceed in the beginning of each subsequent 90-day period; and
(iiiaggregate 0.50%) if (A) the Company has not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer principal amount or liquidation amount, as applicable. Such Registration Penalty will cease to accrue on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that date on which the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been Statement is declared effective and such by the Commission, as applicable. In the event that a Shelf Registration Statement is filed and declared effective, but subsequently ceases to be effective at any time during the Effectiveness PeriodPeriod for more than 90 days, whether or not consecutive, during any 12-month period, then Additional Interest shall a Registration Penalty will accrue on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .25% per annum for the first 90 days commencing on the equal to one-half of one percent (x0.50%) 181st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) upon the filing of the Exchange Registration -------- ------- Statement principal amount or a Shelf Registration liquidation amount, as required hereunder (in the case of clause (i) of this Section 4)applicable, (2) upon the effectiveness of the Exchange Registration Statement or from such 91st day until such time as the Shelf Registration as required hereunder Statement again becomes effective. At no time will a Registration Penalty in excess of one-half of one percent (in 0.50%) be payable pursuant to 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 provisions 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 Registrable Securities as 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 Statement, no Additional Interest shall accrue on such Registrable SecurityRights Agreement.
(b) The Company shall notify the Trustee within 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 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 will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Bankunited Financial Corp)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities Notes will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, each of the Company Issuers agrees to pay, as liquidated damages, additional cash interest, whether or not cash interest is otherwise payable on the Registrable Securities Notes pursuant to the terms of the Indenture, on the Registrable Notes ("Additional Interest") under the circumstances and to the extent set forth ------------------- below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing DateDate or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 75th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 76th day following delivery of the Shelf Notice, Additional Interest shall accrue on the average Accreted Value (as defined in the Indenture) during the period of the Registrable Securities over and above the stated interest Notes at a rate of .250.50% per annum of such average Accreted Value for the first 90 days immediately following the Filing DateDate or such 75th day, as the case may be, such Additional Interest rate increasing by an additional .250.25% per annum of such average Accreted Value at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the average Accreted Value during the period of the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest Notes at a rate of .250.50% per annum of such average Accreted Value for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional .250.25% per annum of such average Accreted Value at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 35 days after the Consummation Date or date on which the Exchange Registration Statement was declared effective, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that consummation of the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on average Accreted Value during the period of the Registrable Securities) Notes at a rate of .250.50% per annum of such average Accreted Value for the first 90 days commencing on the (x) 181st 36th day after the Issue Date, such effective date in the case of (A) above, above or (y) the day the such Exchange Registration Statement or Shelf Registration 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 and (C) above, such Additional Interest rate increasing by an additional .250.25% per annum of such average Accreted Value at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Notes -------- ------- Securities may not exceed at any one time in the aggregate 1.02.0% per annumannum of the average Accreted Value of the Registrable Notes during the interest payment periods in which such Additional Interest shall accrue; and provided, further, provided further that (1) upon the filing of -------- ------- the Exchange Registration -------- ------- Statement or a each Shelf Registration as required hereunder (in the case of clause (i) of this Section 4above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the Shelf Registration as required hereunder case may be (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of Exchange Securities Notes for all Registrable Notes validly tendered (in the case of clause (iii)(A) of this Section 4), above) or upon the effectiveness of the an Exchange Registration Statement or Shelf Registration 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 and (in the case of (iii)(CC) of this Section 4above), Additional Interest on the any Registrable Securities Notes then accruing Additional Interest as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within 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 Any amounts of ---------- Additional Interest due on the Registrable Securities by depositing with the Trusteepursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in trust, for the benefit of the Holders thereof, on or before the applicable cash semi-annual interest payment date, immediately available funds in sums sufficient annually on each March 15 and September 15 (to pay the Additional Interest then due to Holders of Registrable Securities. The Notes of record on March 1 and September 1 immediately preceding such dates), commencing with the first such payment date occurring after any such Additional Interest due shall be payable on each interest payment date commences to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indentureaccrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount applicable average Accreted Value of the affected Registrable Securities of such HoldersNotes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Muzak Holdings Finance Corp)
Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the 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 neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue be accrued on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue be accrued on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .25% per annum for the first 90 days commencing on the (x) 181st 166th day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) 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 Registrable Securities as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within 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 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 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 and, the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Pen Tab Industries Inc)
Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities Notes ("“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 neither (A) the Exchange Offer Registration Statement nor the Initial Shelf Registration has not been filed declared effective on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the 365th day after the Effectiveness Issue Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (AB) the Company has not exchanged Exchange Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to 30 Business Days after the Consummation Effectiveness Date or for the Exchange Offer Registration Statement, (BC) the Exchange Company is required to file a Shelf Registration Statement ceases to be and such Shelf Registration Statement is not declared effective at any time on or prior to the time that 90th day after the Exchange Offer is consummated date such Shelf Registration Statement filing was requested or required or (CD) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than because of the sale of all of the Securities registered thereunder), then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such Additional Interest continues to accrue, provided that the first 90 days rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Company) commencing on the (xw) 181st 366th day after the Issue Date, in the case of (A) above, or (yx) 31st Business Day after the day Effectiveness Date for the Exchange Offer Registration Statement ceases to be effective Statement, in the case of (B) above, (y) the 366th day after the date such Shelf Registration Statement filing was requested or required in the case of (C) above or (z) the day such Shelf Registration ceases to be effective in the case of (CD) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) upon the filing effectiveness of the applicable Exchange Offer Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (iA) 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 the Exchange Securities for all Notes Securities tendered (in the case of clause (iii)(AB) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (C) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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)(CD) of this Section 4), Additional Interest on the Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed thatNotwithstanding any other provisions of this Section 4, notwithstanding any provision the Company shall not be obligated to the contrarypay Additional Interest provided in Sections 4(a)(C) during a Shelf Suspension Period permitted by Section 3(a) hereof; provided, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, that no Additional Interest shall accrue on such Registrable Securitythe Notes following the second anniversary of the Issue Date.
(b) The Company shall notify the Trustee within 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 Any amounts of Additional Interest due pursuant to (a) of this Section 4 will be payable in cash semiannually on each May 1 and November 1 (to the holders of record on the Registrable Securities by depositing April 15 and October 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. The amount of Additional Interest will be determined by the Company by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such HoldersSecurities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day 365day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4365.
Appears in 1 contract
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities Notes will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, each of the Company Issuers agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing DateDate or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed or confidentially submitted to the Commission on or prior to the 60th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 61st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Securities Notes over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the Filing DateDate or such 60th day, as the case may be, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registra- tion and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement Notes over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or 270th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that consummation of the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (Notes over and above any the stated interest otherwise payable on the Registrable Securities) at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st 271st day after the Issue Date, Date in the case of (A) above, above or (y) the day the such Exchange Registration Statement or Shelf Registration 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 and (C) above, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed at any one time in the aggregate 1.02.0% per annum; and provided, further, provided further that (1) upon the filing of the Exchange Registration -------- ------- Statement or a each Shelf Registration as required hereunder (in the case of clause (i) of this Section 4above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the Shelf Registration as required hereunder case may be (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of Exchange Securities Notes for all Registrable Notes tendered (in the case of clause (iii)(A) of this Section 4), above) or upon the effectiveness of the an Exchange Registration Statement or Shelf Registration 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 and (in the case of (iii)(CC) of this Section 4above), Additional Interest on the any Registrable Securities Notes then accruing Additional Interest as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within one business day 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 Any amounts of Additional Interest due on the Registrable Securities by depositing with the Trusteepursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in trust, for the benefit of the Holders thereof, on or before the applicable cash semi-annual annually on each regular interest payment date, immediately available funds date specified in sums sufficient the Indenture (to pay the Additional Interest then due to Holders of Registrable Securities. The Additional Interest due shall be payable Notes of record on each the regular record date therefor (as specified in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indentureaccrue. 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 HoldersNotes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Mariner Health Care Inc)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 90th day after the date on which the Exchange Offer 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.25% per annum for the first 90 days commencing on the (x) 181st 91st day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed thatNotwithstanding any other provision of this Section 4, notwithstanding any provision the Issuers shall not be obligated to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no pay Additional Interest shall accrue on such Registrable Securityprovided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Company Issuers shall notify the Trustee within one business day 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each January 15 and July 15 (to the holders of record on the Registrable Securities by depositing December 31 and June 30 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the 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 neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .25% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) 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 Registrable Securities as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within 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 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 will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Navistar Financial Corp)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities Registerable Notes will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities 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 and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the date 90 days after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable principal amount of the Securities over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the date 180 days after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of the Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Securities and Existing Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 45th day after the date on which the applicable Exchange Offer Registration Statement or Shelf Registration is 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during prior to the Effectiveness Periodsecond anniversary of the Issue Date (other than after such time as all Notes have been disposed of thereunder or all Notes are eligible to be sold pursuant to Rule 144(k)), then Additional Interest shall accrue on the Registrable principal amount of the Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st the 46th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective effective, in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.01.00% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Securities Notes for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). The Company shall pay the Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each January 31 and July 31 (to the holders of record on the Registrable Securities by depositing January 15 and July 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Fleming Companies Inc /Ok/)
Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. AccordinglyIf, 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 neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Periodsix-month period beginning on, then Additional Interest shall accrue on and including, the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .25% per annum for the first 90 days commencing on the (x) 181st day date that is six months after the Issue Datelast date of original issuance of the Securities, in the case of (A) above, Company fails to timely file any document or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, however, report that the Additional Interest rate on Company is required to file with the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1SEC pursuant to Section 13 or 15(d) upon the filing of the Exchange Registration -------- ------- Statement or a Shelf Registration Act, as required hereunder applicable (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 4after giving effect to all applicable grace periods thereunder and other than current reports on Form 8-K), or (3) upon the exchange Securities are not otherwise freely tradable by Holders other than the Company’s Affiliates or Persons that were Affiliates of Exchange Securities for all Notes tendered (in the case Company during the immediately preceding three months as a result of clause (iii)(A) restrictions pursuant to U.S. securities law or the terms of this Section 4)Indenture or the Securities, 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), Company shall pay Additional Interest on the Registrable Securities as at the rate of 0.50% per annum of the principal amount of Securities outstanding for each day during such period for which the Company’s failure to file has occurred and is continuing. In no event shall Additional Interest (including any Additional Interest that may accrue under Section 7.03) accrue at a result rate per year in excess 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 0.50% pursuant to the contraryIndenture, so long as any Registrable Security is then covered by an effective Shelf Registration Statementregardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. Notwithstanding the foregoing, no Additional Interest shall will accrue or be payable under this Section 3.08 for each day on which the Company makes available to Holders an effective registration statement permitting the resale of the Securities and the shares of Common Stock issued upon conversion thereof. After the Company has made available such Registrable Securityan effective shelf registration statement for the six-month period described above, no further Additional Interest will be payable under this Section 3.08. Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Securities. No Additional Interest will accrue after such six-month period, regardless of whether such failure has occurred or is continuing. The Company will not pay any Additional Interest or other amounts on Common Stock, if any, received upon conversion.
(b) The Company shall notify use its reasonable best efforts to cause the Securities to be assigned an unrestricted CUSIP number as of the 366th day after the last date of original issuance of the Securities.
(c) If Additional Interest is payable by the Company pursuant to this Section 3.08 or Section 7.03, the Company shall deliver to the Trustee within one business day after each an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and every (ii) the date on which an event occurs in respect of which such Additional Interest is required payable. Unless and until a Trust Officer of the Trustee receives such a certificate, the Trustee may assume without inquiry that no Additional Interest is payable. If the Company has paid Additional Interest directly to be paid (an "Event Date"). The the persons entitled to it, 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 deliver to the record Holder of Registrable Securities entitled to receive Trustee an Officers’ Certificate setting forth the interest payment to be made on such date as set forth in the Indenture. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities particulars of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4payment.
Appears in 1 contract
Additional Interest. (a) The Company Issuer and the Initial Purchasers agree that the Holders of Registrable Securities Registerable Notes will suffer damages if the Company Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company Issuer agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .2525% per annum for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the applicable Effective Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company Issuer has not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 30th day after the date on which the applicable Exchange Offer Registration Statement or Shelf Registration is 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during prior to the Effectiveness second anniversary of the Issue Date (other than after such time as all Notes have been disposed of thereunder or all Notes are eligible to be sold pursuant to Rule 144(k)), except in the case of a Shelf Blackout Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.25% per annum for the first 90 days commencing on the (x) 181st the 46th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective effective, in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.01.00% per annum; and provided, further, that if the Shelf Registration 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 during such Shelf Blackout Period; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 44(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (ii) of this Section 44(a)), or (3) upon the exchange of the applicable Exchange Securities Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 44(a)), or upon the effectiveness of the Exchange applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 44(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), Additional Interest on the Registrable Securities Notes as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuer shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "“Event Date"”). The Company shall pay the Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each [ ] and [ ] (to the holders of record on the Registrable Securities by depositing [ ] and [ ] immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. The rate of interest payable on this Security shall be subject to the assessment of interest (a) The Company and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the 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):as follows:
(i) if neither the Exchange Offer Registration Statement nor the Initial (as defined below) or Shelf Registration has been Statement (as defined below) is not filed on or prior to within 60 days following the Issue Date (the "Filing Date"), Additional Interest shall accrue on the Registrable Securities over and above the stated interest Principal Amount at a rate of .250.50% per annum for the first 90 60 days immediately following commencing on the 61st day after the Filing Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 9030-day period;
; (ii) if neither the Exchange Offer Registration Statement nor the Initial or Shelf Registration Statement is not declared effective by within 150 days following the SEC on or prior to the Effectiveness Filing Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest Principal Amount at a rate of .250.50% per annum for the first 90 120 days immediately following commencing on the 151st day after the Effectiveness Filing Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 9030-day period; and
or (iii) if (A) the Company has Issuers and the Subsidiary Guarantors have not exchanged Exchange all Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 180 days after the Consummation Filing Date or (B) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during prior to the Effectiveness Periodsecond anniversary of the Issue Date (unless all the Securities have been sold thereunder), then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) Principal Amount at a rate of .250.50% per annum for the first 90 30 days EXHIBIT A Page 8 commencing on the (x) the 181st day after the Issue DateFiling Date with respect to the Securities validly tendered and not exchanged by the Issuers, in the case of (A) above, or (y) the day the Exchange Offer Registration Statement ceases to be effective or usable for its intended purpose in the case of (B) above, or (z) the day such Shelf Registration Statement ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each such subsequent 9030-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.01.5% per annum; and provided, provided further, that (1) upon the filing of the Exchange Offer Registration -------- ------- Statement or a Shelf Registration as required hereunder Statement (in the case of clause (i) of this Section 4above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration as required hereunder Statement (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of Exchange Securities for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 4above), or upon the effectiveness of the Exchange Offer Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4above), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(C) of this Section 4above), Additional Interest on the Registrable Securities as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within 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 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 will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Appreciation Note Indenture (Central Michigan Distribution Co Lp)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities Notes will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional InterestADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative):below:
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date (or, in the case of a Shelf Registration pursuant to a Shelf Notice delivered less than 45 days prior to the Filing Date, on or prior to the 45th day following such Shelf Notice (the "SHELF FILING DATE")), then, commencing on the 121st day after the Issue Date (or, if applicable, on the 1st day after the Shelf Filing Date), Additional Interest shall accrue on the Registrable Securities Notes over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the Filing Date (or, if applicable, the first 90 days following the Shelf Filing Date), such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date (or, if applicable, the Shelf Effectiveness Date), then, commencing on the 181st day after the Issue Date (or, if applicable, the 1st day after the Shelf Effectiveness Date), Additional Interest shall accrue on the Registrable Securities Notes included or which that should have been included in such Registration Statement over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the day after Effectiveness Date (or, if applicable, the first 90 days following the Shelf Effectiveness Date), such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 225th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securitiessuch Notes) at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st the 226th day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) 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 Registrable Securities as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within 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 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 will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Chancellor Media Mw Sign Corp)
Additional Interest. (a) The Company and the Initial Purchasers Purchaser agree that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities Notes ("“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 neither (A) the Exchange Offer Registration Statement nor the Initial Shelf Registration has not been filed declared effective on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the 365th day after the Effectiveness Issue Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (AB) the Company has not exchanged Exchange Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to 30 Business Days after the Consummation Effectiveness Date or for the Exchange Offer Registration Statement, (BC) the Exchange Company is required to file a Shelf Registration Statement ceases to be and such Shelf Registration Statement is not declared effective at any time on or prior to the time that 90th day after the Exchange Offer is consummated date such Shelf Registration Statement filing was requested or required or (CD) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Period (other than because of the sale of all of the Securities registered thereunder). Any Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such Additional Interest continues to accrue, provided that the first 90 days rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Company) commencing on (w) the (x) 181st 366th day after the Issue Date, in the case of (A) above, or (yx) the day 31st Business Day after the Effectiveness Date for the Exchange Offer Registration Statement ceases to be effective Statement, in the case of (B) above, (y) the 366th day after the date such Shelf Registration Statement filing was requested or required in the case of (C) above or (z) the day such Shelf Registration ceases to be effective in the case of (CD) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) upon the filing effectiveness of the applicable Exchange Offer Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (iA) 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 the Exchange Securities for all Notes Securities tendered (in the case of clause (iii)(AB) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (C) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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)(CD) of this Section 4), Additional Interest on the Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood Notwithstanding any other provisions of this Section 4, (i) the Company shall not be obligated to pay Additional Interest in respect of an event described in Section 4(a)(C) during a Shelf Suspension Period permitted by Section 3(a) hereof, and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, (ii) no Additional Interest shall accrue on such Registrable Securitythe Notes following the second anniversary of the Issue Date.
(b) The Company shall notify the Trustee within one business day 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 Any amounts of Additional Interest due pursuant to (a) of this Section 4 will be payable in cash semiannually on each February 1 and August 1 (to the holders of record on the Registrable Securities by depositing January 15 and July 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. The amount of Additional Interest will be determined by the Company by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such HoldersSecurities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-365 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. 365.
(c) The parties hereto agree that the Additional Interest provided for liquidated damages set forth in this Section 4 constitutes a reasonable estimate of shall be the damages that may be incurred by exclusive remedy for the Holders of Registrable Securities by reason of if the failure of a Shelf Registration Company fails to fulfill its obligations under Section 2 or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 43 thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Great Lakes Dredge & Dock CORP)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional InterestADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable principal amount of the Securities over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of the Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 195th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable principal amount of the Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st day 196th day, as the case may be, after the Issue Datesuch effective date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; providedPROVIDED, howeverHOWEVER, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i)-(iii) at any one time in and at no time shall the aggregate 1.0amount of Additional Interest exceed 1.00% per annum; and providedPROVIDED, furtherFURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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), or (3) upon the exchange of the applicable Exchange Securities Notes for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event DateEVENT DATE"). The Company shall pay the Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each June 1 and December 1, (to the holders of record on the Registrable Securities by depositing May 15 and November 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Transdigm Holding Co)
Additional Interest. (a) The Company Company, the Guarantors and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails and the Guarantors fail to fulfill its their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees and the Guarantors agree to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional InterestSecurities("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativewithout duplication):
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 151st day after the Issue Date, Additional Interest shall accrue be accrued on the Registrable Securities included or which that should have been included in such Registration Statement over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if either (A) the Company has and the Guarantors have not exchanged Exchange Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 190th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue be accrued on the Registrable Securities (over Securities(over and above any interest otherwise payable on the Registrable Securities) at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st the 191st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective without being declared effective within five business days in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective effective, in the case of (C) above, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each such subsequent 90-day periodperiod (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Security that is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Security); providedPROVIDED, howeverHOWEVER, that the Additional Interest rate on the Registrable -------- ------- Securities any affected Security may not exceed at any one time in the aggregate 1.02.0% per annum; and providedPROVIDED, furtherFURTHER, that (1) upon the filing of the Exchange Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 44(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 44(a)), or (3) upon the exchange of Exchange Securities for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 44(a)), or upon the effectiveness of the Exchange Registration Statement which that had ceased to remain effective (in the case of (iii)(B) of this Section 44(a), ) or upon the effectiveness of the Shelf Registration which that had ceased to remain effective (in the case of (iii)(C) of this Section 44(a)), Additional Interest on the Registrable affected Securities as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company and the Guarantors shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event DateEVENT DATE"). The Company shall pay Any amounts of Addi- tional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each June 1 and December 1 (to the holders of record on the May 15 and November 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest 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 commences 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 Indentureaccrue. 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 HoldersSecurities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), ) and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as liquidated damages, pay additional interest on the Registrable Securities Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 180th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes which are required to be registered under the applicable Exchange Offer Registration Statement or Shelf Registration Statement at a rate of .250.25% per annum for the first 90 days commencing on the (x) 181st 180th day after the Issue Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i) to and including (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a the applicable Shelf Registration as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), ) or (3) upon the exchange of the Exchange Securities Notes for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed thatNotwithstanding any other provision of this Section 4, notwithstanding any provision the Company shall not be obligated to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no pay Additional Interest shall accrue on such Registrable Securityprovided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof. Each reference in this Indenture to payment of interest due with respect to any Note includes payment of any Additional Interest due with respect thereto.
(b) The Company Issuers shall notify the Trustee within one business day 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, in each case, semiannually on each April 15 and October 15 (to the holders of record on the Registrable Securities by depositing April 1 and October 1 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.of
Appears in 1 contract
Sources: Registration Rights Agreement (Heritage Property Investment Trust Inc)
Additional Interest. (a) The Company Issuers and the Initial Purchasers Purchaser agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precisionhereof. Accordingly, the Company agrees Issuers agree to pay, pay as liquidated damages, additional interest on the Registrable Securities Notes ("“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 neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and
(iii”) if (A) the Company has Issuers have not exchanged Exchange Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or 360th day after the Issue Date, (B) notwithstanding clause (A), the Exchange Issuer are required to file a Shelf Registration Statement ceases to be and such Shelf Registration Statement is not declared effective at any time on or prior to the time that 360th day after the Exchange Offer is consummated 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 during the Effectiveness PeriodPeriod (other than because of the sale of all of the Securities registered thereunder), then Additional Interest shall accrue on the principal amount of the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .250.25% per annum for the first 90 days day period commencing on the (x) 181st 361st day after the Issue Date, in the case of (A) above, or (y) the 361st day after the Exchange Issue Date if such Shelf Registration Statement ceases to be is not declared effective in the case of (B) above, above or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, above (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such Additional Interest continues to accrue, provided that the rate increasing by an additional .25at which such Additional Interest accrues may in no event exceed 1.00% per annum at annum) (such Additional Interest to be calculated by the beginning of each such subsequent 90-day periodIssuer); 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 (1) 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 the Exchange Securities for all Notes Securities tendered (in the case of clause (iii)(AA) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement which had not been declared effective (in the case of (B) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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)(CC) of this Section 4), Additional Interest on the Registrable Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company parties hereto agree that the liquidated damages provided for in Section 4(a) hereof constitute a reasonable estimate of the damages that will be suffered by the Holders by reason of the failure of the Issuers to comply with their obligations under Section 2 or Section 3 hereof.
(c) The Issuers shall notify the Trustee within one business day 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 Any amounts of Additional Interest due pursuant to clause (a) of this Section 4 will be payable in cash semiannually on each June 15 and December 15 (to the holders of record on the Registrable Securities by depositing June 1 and December 1 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersSecurities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Aleris International, Inc.)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional InterestADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each subsequent 90-day period; andor
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the Commission on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes 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 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 210th day following the Issue Date or (B) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been is declared effective and such Shelf Registration but thereafter ceases to be effective at any time during the Effectiveness PeriodPeriod (except as permitted by Section 10(a) hereof) for a period of 15 consecutive days without being succeeded immediately by an additional Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, filed and declared effective, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st 210th day after the Issue Date, in the case of (A) above, or (y) the 16th day the after such Exchange Offer Registration Statement or Shelf Registration 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, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Securities 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), 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within one business day Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event DateEVENT DATE"). The Company shall pay the Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on the Registrable Securities by depositing interest payment dates specified in the Indenture (to the holders of record as specified in the Indenture), commencing 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 first such interest payment date occurring after any such Additional Interest commences to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 45th day after the 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than during any Blackout Period relating to such Shelf Registration and as permitted in the proviso in Section 5(b)), then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.25% per annum for the first 90 days commencing on the (x) 181st 46th day after the Issue DateShelf Registration was declared effective, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each such subsequent 90-day period; provided, however, (1) that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.01.5% per annumannum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the continuation of a Blackout Period; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within one business day 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"). The Company shall pay the Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each March 1 and September 1 (to the holders of record on the Registrable Securities by depositing February 15 and August 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay No Additional Interest shall be deemed accrue with respect to accrue immediately following the occurrence of the applicable Event Date. Notes that are not Registrable Notes.
(c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the sole damages that may will be incurred by available to Holders of Registrable Securities Notes by reason of the failure occurrence of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as any of the case may be, events described in accordance with this Section 44(a)(i)-(iii) hereof.
Appears in 1 contract
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Registrable Securities over and above the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 45th day after the applicable Effectiveness Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities principal amount of the Notes not so exchanged in the case of (over and above any interest otherwise payable on A) or the Registrable SecuritiesNotes in the case of (B) at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st 46th day after the Issue applicable Effectiveness Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.02.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed thatNotwithstanding any other provision of this Section 4, notwithstanding any provision the Issuer shall not be obligated to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no pay Additional Interest shall accrue on such Registrable Securityprovided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Company Issuers shall notify the Trustee within one business day 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each October 1 and April 1 (to the holders of record on the Registrable Securities by depositing September 15 and March 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees 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 duplicativeduplicative except as otherwise provided below):
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue be accrued on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue be accrued on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .25% per annum for the first 90 days commencing on the (x) 181st 226th day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) upon the filing of the Exchange Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 44(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 44(a)), or (3) upon the exchange of Exchange Securities for all Notes tendered (in the case of clause (iii)(A) of this Section 44(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 44(a)), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 44(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being is understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within 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 Issuers shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due to Holders of Registrable Securities. The Additional Interest amount due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture. The amount of Additional Interest 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 elapsedelapsed including the first day but excluding the last day of such period), and and, the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, 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 Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees 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 duplicativeduplicative except as otherwise provided below):
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any the stated interest rate otherwise payable on the Registrable Securities) at a rate of .25% per annum for the first 90 days commencing on the (x) 181st 151st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) 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 Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being 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 StatementStatement (regardless of whether a Blocking Period is in effect), no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within 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 Issuers shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due to Holders of Registrable Securities. The Additional Interest amount due shall be payable on each interest payment such date to the record Holder of Registrable Securities entitled to receive on the April 15 or October 15, as the case may be, immediately preceding such semi-annual interest payment to date (or the calendar date which would be made a semi-annual interest payment date if cash interest were then payable on such date as set forth in the IndentureRegistrable 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 rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsedelapsed including the first day but excluding the last day of such period), and and, the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, an Exchange Offer to be consummated or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Company Issuers and the Initial Purchasers Purchaser agree that the Holders of Registrable Securities Notes will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set ------------------- forth below (each of which shall be given independent effect and shall not be duplicativewithout duplication):
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities Notes over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 121st day after the Issue Date, Additional Interest shall accrue be accrued on the Registrable Securities Notes included or which that should have been included in such Registration Statement over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 150th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue be accrued on the Registrable Securities Notes (over and above any interest otherwise payable on the Registrable SecuritiesNotes) at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st the 151st day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective without being declared effective within five business days in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective effective, in the case of (C) above, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; providedperiod (it being understood and agreed that, howevernotwithstanding any provision to the contrary, so long as any Note that is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest rate shall accrue on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that such Note);
(1) upon the filing of the Exchange Registration -------- ------- Statement or a ------- Shelf Registration as required hereunder (in the case of clause (i) of this Section 44(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 44(a)), or (3) upon the exchange of Exchange Securities Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 44(a)), or upon the effectiveness of the Exchange Registration Statement which that had ceased to remain effective (in the case of (iii)(B) of this Section 44(a), ) or upon the effectiveness of the Shelf Registration which that had ceased to remain effective (in the case of (iii)(C) of this Section 44(a)), Additional Interest on the Registrable Securities affected Notes as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within 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 Any amounts of Additional ---------- Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each January 15 and July 15 (to the holders of record on the close of business on the January 1 and July 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest 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 commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), ) and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Cambridge Industries Inc /De)
Additional Interest. (a) The Company Issuers and the Initial Purchasers Purchaser agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness DateDate or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the date which is 100 days from the date such Shelf Registration was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the day after the Effectiveness Datesuch -11- date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 45th day after the date on which the Exchange Offer Registration Statement relating thereto 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time it is required to be kept effective during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st 46th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Securities Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). The Company shall pay the Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each July 15 and January 15 (to the holders of record on the Registrable Securities by depositing July 1 and January 1 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Company Issuer and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company Issuer agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("“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 neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and
(iii”) if (A) the Company Issuer has not exchanged Exchange Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or 365th day after the Issue Date, (B) the Exchange Issuer is required to file a Shelf Registration Statement ceases to be and such Shelf Registration Statement is not declared effective at any time on or prior to the time that later of the Exchange Offer is consummated 365th day after the Issue Date and the 90th day after the obligation to file such Shelf Registration Statement arises (the “Effectiveness Deadline”) or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than because of the sale of all of the Securities registered thereunder) (each a “Registration Default”), then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such Additional Interest continues to accrue, provided that the first 90 days rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuer) commencing on the (x) 181st 366th day after the Issue Date, in the case of clause (A) above, or (y) the day after the Exchange Registration Statement ceases to be effective Effectiveness Deadline in the case of clause (B) above, above or (z) the day such Shelf Registration ceases to be effective in the case of clause (C) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) 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 the Exchange Securities for all Notes Securities tendered (in the case of clause (iii)(AA) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement which had ceased to remain effective (in the case of clause (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)(CC) of this Section 4), Additional Interest on the Registrable Securities Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed thatNotwithstanding any other provisions of this Section 4, notwithstanding any provision (i) the Issuer shall not be obligated to the contrarypay Additional Interest provided in Section 4(a)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof; provided, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, that no Additional Interest shall accrue on such Registrable Securitythe Notes following the second anniversary of the Issue Date and (ii) the Additional Interest described in this Section 4 is the sole and exclusive remedy available to Holders due a Registration Default. Additional Interest shall be payable in the same form payable by the Issuer for the payment of interest for the applicable interest payment period, on the same dates and to the same persons that the Issuer makes other interest payments on the Notes, until the Registration Default is corrected.
(b) The Company Issuer shall notify the Trustee within one five business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). The Company shall pay the Additional Interest 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 Indenturea Registration Default occurs. The amount of Additional Interest will be determined by the Issuer by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such HoldersSecurities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-365 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4365.
Appears in 1 contract
Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Securities Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("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):below:
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, then, commencing on the 91st day after the Issue Date, Additional Interest shall accrue on the Registrable Securities Notes over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 151st day after the Issue Date, Additional Interest shall accrue on the Registrable Securities Notes included or which should have been included in such Registration Statement over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 195th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (unless all the Notes have been sold thereunder), then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securitiessuch Notes) at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st the 196th day after the Issue DateDate with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities any affected Note may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) upon the filing of the Exchange Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 44(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 44(a)), or (3) upon the exchange of Exchange Securities Notes for all Notes tendered and not validly withdrawn (in the case of clause (iii)(A) of this Section 44(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 44(a)), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 44(a)), Additional Interest on the Registrable Securities affected Notes as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within 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 Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Notes in cash semi-annually on each February 1 and August 1 (to the holders of record on the Registrable Securities by depositing January 15 and July 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities 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. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Company Issuers and the Initial Purchasers Purchaser agree that the Holders of Registrable Securities Notes will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the ------------------- circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, then commencing on the day after the Filing Date, Additional Interest shall accrue on the Registrable Securities Notes over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing in- creasing by an additional .250.25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then commencing on the day after the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement Notes over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 60 days after the Consummation Date 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (Notes over and above any the stated interest otherwise payable on the Registrable Securities) at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st 61st day after the Issue Date, such effective date in the case of (A) above, above or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (CB) above, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed at any one time -------- ------- in the aggregate 1.0% per annum; and provided, further, provided further that (1) upon the filing -------- ------- of the Exchange Registration -------- ------- Statement or a the Initial Shelf Registration as required hereunder (in the case of clause (i) of this Section 4above), (2) upon the effectiveness of the Exchange Registration Statement or the Initial Shelf Registration as required hereunder (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of Exchange Securities Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), above) or upon the effectiveness of the Exchange a Shelf 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 4above), Additional Interest on the Registrable Securities Notes as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within 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 Any amounts of Additional ---------- Interest due on the Registrable Securities by depositing with the Trusteepur- suant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in trust, for the benefit of the Holders thereof, on or before the applicable cash 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 annually on each regular interest payment date specified in the Indenture (to the Holders of record Holder of Registrable Securities entitled to receive on the interest payment to be made on such regular record date as set forth therefor (specified in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Young Broadcasting Inc /De/)
Additional Interest. (a) The Company Issuer and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company Issuer agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after the Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date 15 -13- or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the day after the Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company Issuer has not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 180th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st 180th day after the such Issue Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; providedperiod (it being understood and agreed that, howevernotwithstanding any provision to the contrary, that so long as any Note which is the subject of the Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest rate shall accrue on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annumsuch Note); and provided, further, that (1) upon the filing of the Exchange Registration -------- ------- Statement or a 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 Securities Notes for all Notes validly tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuer shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). The Company shall pay the Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each June 15 and December 15 (to the holders of record on the Registrable Securities by depositing June 1 and December 1 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Gaylord Container Corp /De/)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativewithout duplication):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been filed on or prior to 120 days after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .250.5% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .250.5% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement is declared effective by the SEC on or prior to 210 days after the Effectiveness DateIssue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.5% per annum for the first 90 days immediately following the day after the Effectiveness Dateeach such filing date, such Additional Interest rate increasing by an additional .250.5% per annum at the beginning of each subsequent 90-day period; and
(iii) if either (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 240th day after the date on which the Exchange Offer Registration Statement was declared effective; provided, however, that if such 240th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) the Exchange if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of the Issue Date (other than after such time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has as all Notes have been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Perioddisposed of thereunder), then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.5% per annum for the first 90 days commencing on the (x) 181st the 241st day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective effective, in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .250.5% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration -------- ------- Statement or a Shelf Registration as required hereunder Statement (in the case of clause (i) of this Section 44(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration as required hereunder Statement (in the case of clause (ii) of this Section 44(a)), or (3) upon the exchange of Exchange Securities for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 44(a)), or upon the effectiveness of the Exchange applicable Shelf Registration Statement which that had ceased to remain effective (in the case of (iii)(B) of this Section 44(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), Additional Interest on the Registrable Securities as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within one business day 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each May 1 and November 1, commencing November 1, 2007, (to the holders of record on the Registrable Securities by depositing April 15 and October 15 immediately preceding such dates), the same original interest dates as the Securities, commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersSecurities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), ) and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities Notes will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("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):below:
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, then, commencing on the 121st day after the Issue Date, Additional Interest shall accrue on the Registrable Securities Notes over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 181st day after the Issue Date, Additional Interest shall accrue on the Registrable Securities Notes included or which that should have been included in such Registration Statement over and 12 -11- above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 225th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securitiessuch Notes) at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st the 226th day after the Issue DateDate with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective effective, in the case of (C) above, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that period (1) 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 Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security Note that is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.Note);
(b) The Company Issuers shall notify the Trustee within 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 Any amounts of Additional Interest due on the Registrable Securities by depositing with the Trusteepursuant to clauses (a)(i), in trust, for the benefit (a)(ii) or (a)(iii) 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 this Section 4 shall be payable to the Holders of affected Notes as of the relevant record date in cash semi-annually on each the same original interest payment date to dates as the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date Notes (as set forth in the Indenture) commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities 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. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Amcast Radio Sales Inc)
Additional Interest. (a) The Company Issuer and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company Issuer agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after the Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the day after the Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company Issuer has not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 180th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st 180th day after the such Issue Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day periodperiod (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note which is the subject of the Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note); provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed at any one time in the aggregate 1.02.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Securities Notes for all Notes validly tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuer shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). The Company shall pay the Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each June 15 and December 15 (to the holders of record on the Registrable Securities by depositing June 1 and December 1 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Gaylord Container Corp /De/)
Additional Interest. (a) The Company and the Initial Purchasers Purchaser agree that the Holders of Registrable Securities Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional InterestADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativewithout duplication):
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities Notes over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the day after the Effectiveness Date, Additional Interest shall accrue be accrued on the Registrable Securities Notes included or which that should have been included in such Registration Statement over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if either (A) the Company has not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 190th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue be accrued on the Registrable Securities Notes (over and above any interest otherwise payable on the Registrable SecuritiesNotes) at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st the 191st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective without being declared effective within five business days in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective effective, in the case of (C) above, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that period (1) 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 Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security Note that is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within 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"Note). The Company shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee; PROVIDED, in trustHOWEVER, 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 will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for rate on any affected Note may not exceed at any one time in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.aggregate
Appears in 1 contract
Sources: Registration Rights Agreement (Town Sports International Inc)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional InterestADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
a. if (iA) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
b. if (iiA) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) c. if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 180th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than during any Blackout Period relating to such Shelf Registration), then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; providedPROVIDED, howeverHOWEVER, that (1) the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.01.5% per annumannum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the continuation of a Blackout Period; and providedPROVIDED, furtherFURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within one business day two Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event DateEVENT DATE"). The Company shall pay the Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each January 1 and July 1 (to the holders of record on the Registrable Securities by depositing December 15 and June 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay No Additional Interest shall be deemed accrue with respect to accrue immediately following the occurrence of the applicable Event Date. Notes that are not Registrable Notes.
(c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the sole damages that may will be incurred suffered by Holders of Registrable Securities Notes by reason of the failure occurrence of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as any of the case may be, events described in accordance with this Section 44(a)(i)-(iii) hereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Commemorative Brands Inc)
Additional Interest. (a) The Company Issuers, the Guarantor and the Initial Purchasers Purchaser agree that the Holders of Registrable Securities Notes will suffer damages if the Company fails Issuers and the Guarantor fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers and the Guarantor agree to pay, as liquidated damages, pay additional interest on the Registrable Securities Notes ("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):below:
(i) if neither the Exchange Registration Statement nor 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 .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is has not been declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and;
(iii) if an Initial Shelf Registration required by Section 2(c) has not been filed on or prior to the date required by Section 3(a);
(iv) if an Initial Shelf Registration required by Section 2(c) has not been declared effective on or prior to the date required by Section 3(a); and/or
(v) if (A) the Company has Issuers have not exchanged the Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 180 days after the Consummation Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period; (each such event referred to in clauses (i) through (v) above is a "Registration Default"), then the sole remedy available to Holders of the Notes will be the immediate accrual of Additional Interest shall accrue as follows: the per annum interest rate on the Registrable Securities (over Notes will increase by 50 basis points during the first 90-day period following the occurrence of a Registration Default and above any interest otherwise payable on until it is waived or cured; and the Registrable Securities) at a rate of .25% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest interest rate increasing will increase by an additional .25% per annum at the beginning of 25 basis points for each such subsequent 90-day period; period during which the Registration Default remains uncured, up to a maximum additional interest rate of 200 basis points per annum, provided, however, that the only Holders of Private Exchange Notes -------- ------- shall be entitled to receive Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and as a result of a Registration Default pursuant to clause (iii) or (iv), provided, further, that (1) upon the -------- ------- filing of the Exchange Registration -------- ------- Statement or a the Initial Shelf Registration as required hereunder (in the case of clause (i) of this Section 4above), (2) upon the effectiveness of the Exchange Registration Statement or the a Shelf Registration as required hereunder (in the case of clause (ii) above), (3) upon the filing of this Section the Shelf Registration (in the case of (iii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), or (35) upon the exchange of Exchange Securities Notes for all Notes tendered (in the case of clause (iii)(Av)(A) of this Section 4above), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(Bv)(B) of this Section 4above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(Cv)(C) of this Section 4above), Additional Interest on the Registrable Securities Notes as a result of such clause (i), (ii), (iii), (iv) or (v) (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood accrue and agreed that, notwithstanding any provision the interest rate on the Notes will revert to the contrary, so long as any Registrable Security is then covered interest rate originally borne by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Securitythe Notes.
(b) The Company Issuers and the Guarantor shall notify the Trustee within 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 Any amounts of Additional Interest due pursuant to (a) of this Section 4 will be payable in cash semi-annually on each February 15 and August 15 (to the Holders of record on the Registrable Securities February 1 and August 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue and until such Registration Default is cured, by depositing with the Trustee, in trust, trust for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment datesuch Holders, immediately available funds in sums sufficient to pay the such 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 IndentureInterest. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Insight Communications of Central Ohio LLC)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities Registerable Notes will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the date 90 days after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable principal amount of the Securities over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the date 180 days after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of the Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 45th day after the date on which the applicable Exchange Offer Registration Statement or Shelf Registration is 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during prior to the Effectiveness Periodsecond anniversary of the Issue Date (other than after such time as all Notes have been disposed of thereunder or all Notes are eligible to be sold pursuant to Rule 144(k)), then Additional Interest shall accrue on the Registrable principal amount of the Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st the 46th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective effective, in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.01.00% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Securities Notes for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). The Company shall pay the Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each May 1 and November 1 (to the holders of record on the Registrable Securities by depositing April 15 and October 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Fleming Companies Inc /Ok/)
Additional Interest. (a) The Company Issuers and the Initial Purchasers Purchaser agree that the Holders of Registrable Securities Notes will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as liquidated damagesdamages and as the sole and exclusive remedy rule therefor, additional interest on the Registrable Securities Notes ("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):below:
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, then, commencing on the 31st day after the Issue Date, Additional Interest shall accrue on the Registrable Securities Notes over and above the stated interest at a rate of .250.50% per annum for the first 90 60 days immediately following commencing on the Filing 31st day after the Issue Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 9030-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 91st day after the Filing Date, Additional Interest shall accrue on the Registrable Securities Notes included or which should have been included in such Registration Statement over and above the stated interest at a rate of .250.50% per annum for the first 90 30 days immediately following commencing on the 91st day after the Effectiveness Filing Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 9030-day period; and
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 120th day after the Filing Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securitiessuch Notes) at a rate of .250.50% per annum for the first 90 30 days commencing on the (x) 181st the 121st day after the Issue DateFiling Date with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each such subsequent 9030-day periodperiod (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note); provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities any affected Note may not exceed at any one time in the aggregate 1.02.0% per annum; and provided, further, that (1) upon the filing of the Exchange Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 44(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 44(a)), or (3) upon the exchange of Exchange Securities Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 44(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 44(a)), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 44(a)), Additional Interest on the Registrable Securities affected Notes as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within 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 Registrable Securities transfer restricted Notes by depositing with the Trusteepaying agent (which shall not be the Company for these purposes) for the transfer restricted Notes, in trust, for the benefit of the Holders holders thereof, prior to 11:00 A.M. on or before the applicable semi-annual next interest payment datedate specified by the Indenture (or such other indenture), immediately available funds in sums sufficient to pay the Additional Interest then due to Holders due. Any amounts of Registrable Securities. The Additional Interest due shall pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Notes in cash semi-annually on each interest payment date specified by the Indenture (or such other indenture) to the record Holder of Registrable Securities holders entitled to receive the interest payment to be made on such date. Commencing with the first such date as set forth in the Indentureoccurring 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 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. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (National Tobacco Co Lp)
Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial a Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto (i.e., 150 days after the Issue Date) or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 45th day after the date on which the Exchange Offer Registration Statement relating thereto 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st 46th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The the Company shall notify the Trustee within 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each and (to the holders of record on the Registrable Securities by depositing and immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Company Issuers and the Initial Purchasers Purchaser agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") ------------------- under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 30th day after the date on which the Exchange Offer Registration Statement relating thereto 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st 31st day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that ;
(1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within 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 Any amounts of Additional ---------- Interest due on the Registrable Securities by depositing with the Trusteepursuant to (a)(i), in trust, for the benefit (a)(ii) or (a)(iii) 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 this Section 4 shall be payable in cash semi-annually on each interest payment date with respect to the Notes (to the Holders of record Holder of Registrable Securities entitled to receive on the interest payment to be made on record date with respect thereto), commencing with the first such date as set forth in the Indentureoccurring 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.twelve
Appears in 1 contract
Sources: Registration Rights Agreement (Everest One Ipa Inc)
Additional Interest. (a) The Company Issuer and the Initial Purchasers Purchaser agree that the Holders of Registrable Securities will suffer damages if the Company Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof hereto and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company Issuer agrees to pay, as liquidated damages, in accordance with Section 4(b) below, 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 duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Accreted Value of the Securities over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Accreted Value of the Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company Issuer has not exchanged Exchange Securities Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 180th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than during any Blackout Period relating to such Shelf Registration), then Additional Interest shall accrue on the Registrable Accreted Value of the Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that (1) the Additional Interest rate on the Registrable -------- ------- Securities may not exceed accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.01.5% per annum; annum and provided, further, that (1) 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 Additional Interest shall not accrue under 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 above during 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 Registrable Securities as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within 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 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 will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.continuation of
Appears in 1 contract
Sources: Registration Rights Agreement (Advanced Accessory Holdings Corp)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Registrable Securities over and above the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 45th day after the applicable Effectiveness Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities principal amount of the Notes not so exchanged in the case of (over and above any interest otherwise payable on A) or the Registrable SecuritiesNotes in the case of (B) at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st 46th day after the Issue applicable Effectiveness Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.02.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed thatNotwithstanding any other provision of this Section 4, notwithstanding any provision the Issuer shall not be obligated to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no pay Additional Interest shall accrue on such Registrable Securityprovided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Company Issuers shall notify the Trustee within one business day 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each January 15 and July 15 (to the holders of record on the Registrable Securities by depositing January 1 and July 1 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, jointly and severally, 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 duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable principal amount of the Securities over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of the Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 30th day after the Effectiveness Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable principal amount of the Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st 31st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.02.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash quarterly on each March 15, June 15, September 15 and December 15 (to the holders of record on the Registrable Securities by depositing March 1, June 1, September 1 and December 1 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersSecurities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Registrable Securities over and above the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 45th day after the applicable Effectiveness Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities principal amount of the Notes not so exchanged in the case of (over and above any interest otherwise payable on A) or the Registrable SecuritiesNotes in the case of (B) at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st 46th day after the Issue applicable Effectiveness Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.02.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed thatNotwithstanding any other provision of this Section 4, notwithstanding any provision the Issuer shall not be obligated to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no pay Additional Interest shall accrue on such Registrable Securityprovided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Company Issuers shall notify the Trustee within one business day 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each October 1 and April 1 (to the holders of record on the Registrable Securities by depositing September 15 and March 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to ) the Consummation earlier of the 195th day following the Acquisition Date and the 45th day from date the Exchange Offer 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st the earlier of the 195th day after following the Issue DateAcquisition Date and the 46th day from date the Exchange Offer Registration Statement was declared effective, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.02.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each June 15 and December 15 (to the holders of record on the Registrable Securities by depositing June 1 and December 1 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree, to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-90 day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-90 day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 45th day after the date on which the Exchange Offer Registration Statement relating thereto 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st 46th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-90 day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each October 1 and April 1 (to the holders of record on the Registrable Securities by depositing September 15 and March 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 210th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.25% per annum for the first 90 days commencing on the (x) 181st 211th day after the Issue Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that (1) the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within one business day 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"”). The Company shall pay the Any amounts of Additional Interest due pursuant to clause (a) of this Section 4 will be payable in cash semiannually on each May 15 and November 15 (to the holders of record on the Registrable Securities by depositing May 1 and November 1 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay No Additional Interest shall be deemed accrue with respect to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree Notes that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of are not Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4Notes.
Appears in 1 contract
Sources: Registration Rights Agreement (Listerhill Total Maintenance Center LLC)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to payIssuers agree that, as liquidated damages, additional the interest rate on the Registrable Securities Notes will increase ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-90 day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-90 day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 300th day after the Issue Date; provided, however, that if such 300th 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) 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at or usable by the Holders for any time reason for 30 days in the aggregate in any consecutive twelve-month period during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.25% per annum for the first 90 days commencing on the (x) 181st 300th day after the Issue Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective or usable in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each such subsequent 90-90 day period; provided, however, that (1) the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed thatNotwithstanding any other provision of this Section 4, notwithstanding the Issuers shall not be obligated to pay Additional Interest required by Section 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during any provision to delay or suspension of the contrary, so long as any Registrable Security is then covered by an effective effectiveness of a Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Securitypursuant to Section 4(d).
(b) The Company Issuers shall notify the Trustee within one business day 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"”). The Company shall pay the Any amounts of Additional Interest due pursuant to clause (a) of this Section 4 will be payable in cash semiannually on each February 1 and August 1 (to the holders of record on the Registrable Securities by depositing January 15 and July 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay No Additional Interest shall be deemed accrue with respect to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree Notes that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of are not Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4Notes.
Appears in 1 contract
Sources: Registration Rights Agreement (Total Gas & Electricity (PA) Inc)
Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the 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):
If (i) if neither by the Exchange Registration Statement nor Date the Initial Shelf Registration Exchange Offer has not been filed on or prior to the Filing DateConsummated, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither by the Exchange Registration Statement nor requisite time after the Initial Shelf Filing Deadline any Shelf Registration is Statement, if required hereby, has not been declared effective (or does not automatically become effective) by the SEC on Commission or prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange any Registration Statement required by this Agreement has been declared effective (or automatically becomes effective) but ceases to be effective at any time prior to the time that the Exchange Offer at which it is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases required to be effective at under this Agreement for more than 30 calendar days, excluding any time Blackout Period or Exchange Offer Registration Statement Suspension Period (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Initial Securities shall be increased by 0.25% per annum during the Effectiveness Period, then Additional Interest 90-day period immediately following the occurrence of any Registration Default and shall accrue on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .25increase by 0.25% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, howeverin each case for the period of occurrence of the Registration Default (such increase, that the “Additional Interest rate on the Registrable -------- ------- Securities may not Interest”), but in no event shall such increase exceed at any one time in the aggregate 1.01.00% per annum; and provided, further, that (1) upon . At 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 earlier of (iii)(BA) the cure of this Section 4), or upon the effectiveness of the Shelf all Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision Defaults relating to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
particular Initial Securities (b) The Company shall notify the Trustee within 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 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 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 andor, in the case of a partial monthfailure to Consummate the Exchange Offer by the Exchange Date, when the Exchange Offer is Consummated) or (B) the second anniversary of the Closing Date (plus additional time equal to any period when Additional Interest is not paid during any Blackout Period, Exchange Offer Registration Statement Suspension Period, or 30-day period referred to in clause (iii) above), Additional Interest will cease to accrue and the interest rate on the Initial Securities will revert to the original rate; provided, however, that, if after any reduction in interest rate, a different Registration Default occurs, the actual number interest rate borne by the relevant Initial Securities shall again be increased pursuant to the foregoing provisions. In no event will Additional Interest accrue under more than one of days elapsedthe foregoing clauses (i), (ii) and (iii) at any one time. For the avoidance of doubt, no Additional Interest will accrue on the Securities under the Old RRA. All obligations of the Company and the denominator of which is 360. Each obligation Guarantors set forth in the preceding paragraph that are outstanding with respect to pay Additional Interest shall be deemed to accrue immediately following any Initial Security at 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 time such security ceases to be filed or declared effective, or a Shelf Registration Initial Security shall survive until such time as all such obligations with respect to remain effective, as the case may be, such security shall have been satisfied in accordance with this Section 4full.
Appears in 1 contract
Sources: Registration Rights Agreement (Laredo Petroleum - Dallas, Inc.)
Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, pay as liquidated damages, additional interest on the Registrable Securities Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Registrable Securities over and above the stated interest Notes at a rate of .25% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest Notes at a rate of .25% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 285th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than after such time as all Notes, Exchange Notes and Private Exchange Notes have been disposed of thereunder), then Additional Interest shall accrue on the Registrable Securities principal amount of the Notes not so exchanged in the case of (over and above any interest otherwise payable on A) or the Registrable SecuritiesNotes in the case of (B) at a rate of .25% per annum for the first 90 days commencing on the (x) 181st the 46th day after the Issue applicable Effectiveness Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective effective, in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i)—(iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed thatNotwithstanding any other provision of this Section 4, notwithstanding any provision the Company shall not be obligated to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no pay Additional Interest shall accrue on such Registrable Securityprovided in Section 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Company shall notify the Trustee within one business day 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"”). The Company shall pay the Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash 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 regularly scheduled 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 dates for such date Notes as set forth in the Indenture, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay No Additional Interest shall be deemed accrue with respect to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree Notes that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of are not Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4Notes.
Appears in 1 contract
Additional Interest. (a) The Company Issuers and the Initial Purchasers Holders agree that the Holders of Registrable Securities Notes will suffer damages if the Company fails Issuers fail to fulfill its their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing DateDate or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 60th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 61st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Securities Notes over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the Filing DateDate or such 60th day, as the case may be, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness DateDate or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the 60th day after filing of the Initial Shelf Registration Statement, then, commencing on the day after the Effectiveness Date or such 60th day, as the case may be, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement Notes over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the day after the Effectiveness DateDate or such 60th day, as the case may be, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or 230th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that consummation of the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (Notes over and above any the stated interest otherwise payable on the Registrable Securities) at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st 231st day after the Issue Date, Date in the case of (A) above, above or (y) the day the such Exchange Registration Statement or Shelf Registration 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 and (C) above, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that that, in the case of clauses (i), (ii) and (iii) above, the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed at any one time in the aggregate 1.02.0% per annum; and provided, further, provided further that (1) upon the filing of the Exchange Registration -------- ------- Statement or a each Shelf Registration as required hereunder (in the case of clause (i) of this Section 4above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the Shelf Registration as required hereunder case may be (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of Exchange Securities Notes for all Registrable Notes tendered (in the case of clause (iii)(A) of this Section 4), above) or upon the effectiveness of the an Exchange Registration Statement or Shelf Registration 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 and (in the case of (iii)(CC) of this Section 4above), Additional Interest on the any Registrable Securities Notes then accruing Additional Interest as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within one business day 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual each regular interest payment date, immediately available funds date specified in sums sufficient the Indenture (to pay the Additional Interest then due to Holders of Registrable Securities. The Additional Interest due shall be payable Notes of record on each the regular record date therefor (as specified in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indentureaccrue. 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 HoldersNotes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Imperial Group Holding Corp.-1)
Additional Interest. (a) The Company Issuers and the Initial Purchasers Purchaser agree that the Holders of Registrable Securities Notes will suffer damages if the Company fails Issuer fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional InterestADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativewithout duplication):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after such applicable Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes so affected at a rate of .250.35% per annum for the first 90 days immediately following the each such required Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.35% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .25% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) 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 Registrable Securities as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within 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 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 will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes so affected Registrable Securities of such Holders, multiplied by at a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.of
Appears in 1 contract
Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 210th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time on or after the Effectiveness Date and during the Effectiveness PeriodPeriod (other than during any Blackout Period relating to such Shelf Registration), then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st 211th day after the Issue Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that (a) the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annumannum and (b) Additional Interest shall not accrue under clause (iii) (B) above during the continuation of a Blackout Period; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within one business day 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each June 1 and December 1 (to the holders of record on the Registrable Securities by depositing May 15 and November 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day 360day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Omnova Solutions Inc)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 45th day after the date on which the Exchange Offer Registration Statement relating thereto 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st 46th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Securities Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). The Company shall pay the Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each June 1 and December 1 (to the holders of record on the Registrable Securities by depositing May 15 and November 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Magnum Hunter Resources Inc)
Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Transfer Restricted Securities will suffer damages if the Company fails to fulfill its obligations under Section Sections 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional dividends on the Exchangeable Preferred Stock or interest on the Registrable Securities Exchange Debentures, as the case may be ("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):below:
(i) if neither the Exchange applicable Registration Statement nor is not filed with the Initial Shelf Registration has been filed on or prior to Commission within 45 days after the Filing Issue Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither unless the Exchange Registration Statement nor Offer would not be permitted by a policy of the Initial Shelf Registration SEC, the Exchange Offer is not declared effective by the SEC on or prior to before the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and;
(iii) if (A) the Company has not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that neither the Exchange Offer is consummated or (C) if applicable, nor the Shelf Registration has been Statement is declared effective and within 120 days after the Issue Date;
(iv) after a Registration Statement is declared effective, such Shelf Registration Statement thereafter ceases to be effective at any time or such Registration Statement or the related prospectus ceased to be usable (except as permitted by the following paragraph) in connection with resales of Transfer Restricted Securities during the Effectiveness Periodperiods specified herein (each such event referred to in clauses (i) through (iv), a "Registration Default"), then Additional Interest shall (A) additional cash dividends will accrue on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) Exchangeable Preferred Stock at a rate of .250.5% per annum from and including the date on which any Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured calculated on the liquidation preference of the Exchangeable Preferred Stock or (B) additional cash interest will accrue on the Exchange Debentures at a rate of 0.5% per annum from and including the date on which any Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured calculated on the principal amount of the Exchange Debentures, as the case may be ("Liquidated Damages"). All accrued Liquidated Damages will be paid by the Company in cash on each scheduled dividend payment date for the first 90 days commencing Exchangeable Preferred Stock, or on the date interest is payable for the Exchange Debentures, as the case may be (xthe "Damages Payment Date"), to any holder of Transfer Restricted Securities who has given wire transfer instructions to the Company at least 10 business days prior the Damages Payment Date by wire transfer of immediately available funds and to all other holders of Transfer Restricted Securities by mailing checks to their registered addresses. Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease. A Registration Default described in clause (iv) 181st day after of the Issue Dateimmediately preceding paragraph shall be deemed not to have occurred and be continuing by reason of a Shelf Registration Statement or prospectus ceasing to be usable if (i) such Shelf Registration Statement or prospectus has ceased to be usable solely as a result of (A) the filing of a post-effective amendment thereto to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (B) other material events, with respect to the Company, that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of clause (B) above), the Company is proceeding promptly and in good faith to amend or (z) the day supplement such Shelf Registration ceases Statement and related prospectus to be effective in the case of (C) above, describe such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day periodevents; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at in any one time in the aggregate 1.0% per annum; and provided, further, that (1) upon the filing of the Exchange Registration -------- ------- Statement or a case if such 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 prospectus is not usable for a continuous period in excess of 30 days, a 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 Registrable Securities as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within 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 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 will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest Default shall be deemed to accrue immediately have occurred on the day 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 such 30-day period and to be filed or declared effective, or a Shelf continuing until such Registration to remain effective, as the case may be, in accordance with this Section 4Default is cured.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Benedek Communications Corp)
Additional Interest. (a) The Company Company, the Guarantors and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails and the Guarantors fail to fulfill its their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees and the Guarantors 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 duplicativewithout duplication):
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has not been filed on or prior to the Filing Date or the Shelf Registration has not been filed on or prior to the Shelf Registration Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the Filing Date or the Shelf Registration Filing Date, as the case may be, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date or if the Shelf Registration is not declared effective by the SEC on or prior to the Shelf Registration Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which that should have been included in such Registration Statement over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the day after Effectiveness Date or the Shelf Registration Effectiveness Date, as the case may be, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if either (A) the Company has and the Guarantors have not exchanged Exchange Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 240th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod without being succeeded within five Business Days by a post-effective amendment that is itself declared effective, or an effective shelf registration statement covering the same Securities, then Additional Interest shall accrue be accrued on the Registrable Securities (over Securities(over and above any interest otherwise payable on the Registrable Securities) at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st the 240th day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective without being declared effective within five Business Days in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective effective, in the case of (C) above, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each such subsequent 90-day periodperiod (each such event referred to in clauses (i) through (iii), a "Registration Default") (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Security that is the subject of a Shelf Notice is then covered by an effective Shelf Registration, no Additional Interest shall accrue on such Security); provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities any affected Security may not exceed at any one time in the aggregate 1.02.0% per annum; provided, further, that the Company and the Guarantors shall in no event be required to pay Additional Interest for more than one Registration Default at any given time; and provided, further, that (1) upon the filing of the Exchange Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 44(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 44(a)), or (3) upon the exchange of Exchange Securities for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 44(a)), or upon the effectiveness of the Exchange Registration Statement which that had ceased to remain effective (in the case of (iii)(B) of this Section 44(a), ) or upon the effectiveness of the Shelf Registration which that had ceased to remain effective (in the case of (iii)(C) of this Section 44(a)), Additional Interest on the Registrable affected Securities as 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 Notwithstanding the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statementforegoing, no Holder of Registrable Securities shall be entitled to receive Additional Interest shall accrue on with respect to such Registrable SecuritySecurities if such Holder was, at any time while the Exchange Offer was pending, eligible to exchange, and did not validly tender, such Registrable Securities for Exchange Securities.
(b) The Company and the Guarantors shall notify the Trustee within one business day Business Day after each and every date on which an event occurs in respect Registration Default. Any amounts of which Additional Interest is required to be paid (an "Event Date"). The Company shall pay the Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash quarterly on each Interest Payment Date (to the Holders on the Registrable Securities by depositing Corresponding Record Dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected relevant Registrable Securities of such HoldersSecurities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), ) and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent the immediately following 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent the immediately following 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 210th day after the Issue Date; provided, however, that if such 210th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be con- summated not later than the next succeeding Business Day' or (B) 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st 211th day after the Issue Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent the immediately following 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed thatNotwithstanding any other provision of this Section 4, notwithstanding any provision the Issuer shall not be obligated to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no pay Additional Interest shall accrue on such Registrable Securityprovided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Company Issuers shall notify the Trustee within one business day 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each June 15 and December 15 (to the holders of record on the Registrable Securities by depositing June 1 and December 1 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Dole Food Company Inc)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the date 90 days after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable principal amount of the Securities over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the date 180 days after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of the Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 45th day after the date on which the applicable Exchange Offer Registration Statement or Shelf Registration is 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during prior to the Effectiveness Periodsecond anniversary of the Issue Date (other than after such time as all Notes have been disposed of thereunder or all Notes are eligible to be sold pursuant to Rule 144(k)), then Additional Interest shall accrue on the Registrable principal amount of the Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st the 46th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective effective, in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.01.00% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Securities Notes for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). The Company shall pay the Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each April 1 and October 1 (to the holders of record on the Registrable Securities by depositing March 15 and September 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Fleming Companies Inc /Ok/)
Additional Interest. (a) The Company Company, the Guarantors and the Initial Purchasers Purchaser agree that the Holders of Registrable Securities Notes will suffer damages if the Company fails and the Guarantors fail to fulfill its their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees and the Guarantors agree to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional ---------- Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativewithout -------- duplication):
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities Notes over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 151st day after the Issue Date, Additional Interest shall accrue be accrued on the Registrable Securities Notes included or which that should have been included in such Registration Statement over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if either (A) the Company has and the Guarantors have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 180th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated for a period of 15 consecutive days without being succeeded immediately by an additional Exchange Registration Statement filed and declared effective or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod for a period of 15 consecutive days without being succeeded immediately by an additional Exchange Registration Statement filed and declared effective, then Additional Interest Inter- est shall accrue be accrued on the Registrable Securities Notes (over and above any interest otherwise payable on the Registrable SecuritiesNotes) at a rate of .250.50% per annum for the first 90 days commencing on the (x) the 181st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective without being declared effective within five business days thereafter in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective effective, in the case of (C) above, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each such subsequent 90-day periodperiod (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note that is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note); provided, however, that the Additional Interest rate on the Registrable any affected Note may -------- ------- Securities may not exceed at any one time in the aggregate 1.02.0% in excess of the original per annumannum interest rate; and provided, further, that (1) upon the filing of the -------- ------- Exchange Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 44(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 44(a)), or (3) upon the exchange of Exchange Securities Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 44(a)), or upon the effectiveness of the Exchange Registration Statement which that had ceased to remain effective (in the case of (iii)(B) of this Section 44(a), ) or upon the effectiveness of the Shelf Registration which that had ceased to remain effective (in the case of (iii)(C) of this Section 44(a)), Additional Interest on the Registrable Securities affected Notes as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company and the Guarantors shall notify the Trustee within 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 Any amounts ---------- of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each May 1 and November 1 (to the holders of record on the Registrable Securities by depositing October 15 and April 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), ) and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (T Sf Communications Corp)
Additional Interest. (a) The Company Issuer and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company Issuer agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("“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):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 applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Registrable Securities over and above the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each subsequent 90-day period; andor
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been declared effective by the SEC on or prior to the applicable Effectiveness Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement has not been declared effective by the SEC on or prior to the applicable Effectiveness Date with respect to such Shelf Registration Statement, 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 Company Issuer has not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 165th day following the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period, then then, Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.25% per annum for the first 90 days commencing on the (x) 181st 165th day after following the Issue Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not under any circumstance accrue under more than one of the foregoing clauses (i), (ii) and (iii) of this Section 4 and the rate at which Additional Interest accrues on the Notes as a result of the provisions of clauses (i), (ii) and (iii) of this Section 4 may not exceed at any one time in the aggregate 1.0% per annum; and provided, provided further, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Securities Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of a Subsequent Shelf Registration Statement in the Exchange case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (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 Registrable Securities Notes as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuer shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "“Event Date"”). The Company , which notice 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 also be payable on each interest payment date at least three business days prior to the record Holder date of Registrable Securities entitled to receive the interest any payment to be made in accordance with the following sentence. Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash simultaneously with, and to the same persons entitled to receive, stated interest on the Registrable Notes, commencing with the first such date as set forth in the Indenturepayment 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 affected Registrable Securities of such HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable principal amount of the Securities over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(ii) if (A) neither the Exchange Offer Registration Statement nor the Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities 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 Company has Issuers have not exchanged Exchange Securities Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 210th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, except in the case of a Shelf Blackout Period, then Additional Interest shall accrue on the Registrable principal amount of the Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st the 210th day after the Issue Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities 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 the aggregate 1.01.00% per annum; and 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 during such Shelf Blackout Period; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a the Shelf Registration as required hereunder (in the case of clause (i) above of this Section 44(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 Securities Notes for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange Shelf Registration Statement which had ceased to remain effective (in the case of clause (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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision A confidential submission to the contrary, so long SEC shall qualify as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Securitya filing for purposes of the filing deadlines above.
(b) The Company Issuers shall notify the Trustee within one business day 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each July 1 and January 1 (to the holders of record on the Registrable Securities by depositing June 15 and December 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 90th day after the date on which the Exchange Offer 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.25% per annum for the first 90 days commencing on the (x) 181st 91st day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; and provided, further, that ,
(1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed thatNotwithstanding any other provision of this Section 4, notwithstanding any provision the Issuers shall not be obligated to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no pay Additional Interest shall accrue on such Registrable Securityprovided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Company Issuers shall notify the Trustee within one business day 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each April 1 and October 1 (to the holders of record on the Registrable Securities by depositing March 15 and September 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. (a) The Company and the Initial Purchasers agree Issuer acknowledges that the Holders of Registrable Securities will suffer damages if the Company Issuer fails to fulfill its 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, the Company Issuer agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("“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):if a Registration Default occurs.
(ib) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, The rate at which Additional Interest shall will accrue on the Registrable Securities over will initially be 0.25% per annum, and above the stated interest at a rate of .25will increase by an additional 0.25% per annum for the first upon each day that is a whole-number multiple of 90 days immediately following after the Filing Date, such date on which Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange began to accrue so long as a Registration Statement nor the Initial Shelf Registration Default is declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .25% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day periodcontinuing; provided, however, that the rate at which Additional Interest rate on the Registrable -------- ------- Securities accrues may not in no event exceed at any one time in the aggregate 1.0% per annum; and provided, further, that Additional Interest shall not accrue during a Shelf Suspension Period for so long as the only existing Registration Default is described by clause (1C) of the definition thereof.
(c) Additional Interest will accrue commencing on the day following a Registration Default Date. Additional Interest will cease to accrue when all Registration Defaults have 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 filing exchange of the Exchange Securities for all Registrable Securities validly tendered and not withdrawn in accordance with the Exchange Offer. A Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of Default described by clause (iB) of this Section 4), (2) the definition thereof shall be cured upon the effectiveness of the Exchange Registration Statement or the applicable Shelf Registration as required hereunder (in the case of Statement. A Registration Default described by clause (iiC) 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 definition thereof shall be cured upon the effectiveness or usability as contemplated by such clause (C) of the Exchange applicable Shelf Registration Statement which had ceased so 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 Registrable Securities as 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 Statement, no Additional Interest shall accrue on such Registrable Securityusable.
(bd) The Company Issuer shall notify the Trustee of each and every Registration Default, within one three business day 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"). The Company shall pay on any interest payment date and the method by which the amount of Additional Interest due on the Registrable Securities was calculated. Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders thereofof Registrable Securities, on or before the applicable semi-annual semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due to Holders of Registrable Securitiesdue. 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 paid on such date as set forth in the Indenture. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Silver Lake Partners Ii L P)
Additional Interest. (a) The Company Issuer and the Initial Purchasers agree that the Holders of Registrable Securities Notes will suffer damages if the Company Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company Issuer agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing DateDate or (B) notwithstanding that the Issuer has consummated or will consummate an Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 30th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), 11 -11- commencing on the 31st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Securities Notes over and above the stated interest at a rate of .250.25% per annum for the first 90 days immediately following the Filing DateDate or such 30th day, as the case may be, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness DateDate applicable thereto or (B) notwithstanding that the Issuer has consummated or will consummate an Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the 90th day following the date such Shelf Registration was required to be filed, then, in the case of subclause (A), commencing on the day after such Effectiveness Date or, in the case of subclause (B), commencing on the 91st day following the date such Shelf Registration was required to be filed, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement Notes over and above the stated interest at a rate of .250.25% per annum for the first 90 days immediately following the day after the Effectiveness DateDate or such 91st day, as the case may be, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 45 days after the Consummation Date or date on which the Exchange Registration Statement was declared effective, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that consummation of the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (Notes over and above any the stated interest otherwise payable on the Registrable Securities) at a rate of .250.25% per annum for the first 90 days commencing on the (x) 181st 46th day after the Issue Date, such effective date in the case of (A) above, above or (y) the day the such Exchange Registration Statement or Shelf Registration 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 and (C) above, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, provided further that (1) upon the filing of the Exchange Registration -------- ------- Statement or a each Shelf Registration as required hereunder (in the case of clause (i) of this Section 4above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the Shelf Registration as required hereunder case may be (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of Exchange Securities Notes for all Registrable Notes tendered (in the case of clause (iii)(A) of this Section 4), above) or upon the effectiveness of the an Exchange Registration Statement or Shelf Registration 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 and (in the case of (iii)(CC) of this Section 4above), Additional Interest on the any Registrable Securities Notes then accruing Additional Interest as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuer shall notify the Trustee within one two business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). The Company shall pay the Any amounts of Additional Interest due on the Registrable Securities by depositing with the Trusteepursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in trust, for the benefit of the Holders thereof, on or before the applicable cash semi-annual annually on each regular interest payment date, immediately available funds date specified in sums sufficient the Indenture (to pay the Additional Interest then due to Holders of Registrable Securities. The Additional Interest due shall be payable Notes of record on each the regular record date therefor (specified in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indentureaccrue. 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 HoldersNotes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 180th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than during any Blackout Period relating to such Shelf Registration), then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that (1) the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.02.0% per annumannum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the continuation of a Blackout Period; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within one business day 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"). The Company shall pay the Any amounts of Additional Interest due pursuant to clause (a) of this Section 4 will be payable in cash semiannually on each February 15 and August 15 (to the holders of record on the Registrable Securities by depositing February 1 and August 1 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay .
(c) No Additional Interest shall be deemed accrue with respect to Notes that are not Registrable Notes. For the avoidance of doubt, no Additional Interest shall accrue immediately following the occurrence of the applicable Event Date. 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 a reasonable estimate of the sole damages that may will be incurred suffered by Holders of Registrable Securities Notes by reason of the failure occurrence of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as any of the case may be, events described in accordance with this Section 44(a)(i)-(iii) hereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Anchor Glass Container Corp /New)
Additional Interest. (a) The Company Issuer and the Initial Purchasers Purchaser agree that the Holders of Registrable Securities will suffer damages if the Company Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company Issuer agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the 60th day following the Merger Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the 61st day following the Merger Date or the day after any such Filing Date, as applicable, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .25.50% per annum for the first 90 days immediately following the Filing Datesuch applicable date, and such Additional Interest rate increasing shall increase by an additional .25.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the 150th day following the Merger Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the 151st day following the Merger Date or the day after such Effectiveness Date, as applicable, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .25.50% per annum for the first 90 days immediately following the day after the Effectiveness Datesuch applicable date, and such Additional Interest rate increasing shall increase by an additional .25.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company Issuer has not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 30th business day from the date the Exchange Offer 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, and is not replaced within 30 days by an additional Shelf Registration Statement that is declared effective, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .25.50% per annum for the first 90 days commencing on the (x) 181st 31st business day after from the Issue Datedate the Exchange Offer Registration Statement was declared effective, in the case of (A) above, or (y) the 31st day the Exchange after such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .25.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed thatWithout limiting the foregoing, notwithstanding any provision 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 contrarycontrary in this Section 4(a), so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no the Issuer shall not be required to pay Additional Interest shall accrue on to a Holder if such Registrable SecurityHolder failed to comply with its obligations to make the representations set forth in Section 2(a) hereof or failed to provide the information required to be provided by it, if any, pursuant to Section 5 hereof.
(b) The Company Issuer shall notify the Trustee within 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each April 15 and October 15 (to the holders of record on the Registrable Securities by depositing April 1 and October 1 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Company and the Initial Purchasers Purchaser agree that the Holders of Registrable Securities Notes will suffer damages if the Company fails to fulfill its obligations obligation under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativewithout duplication):
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities Notes over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 136th day after the Issue Date, Additional Interest shall accrue be accrued on the Registrable Securities Notes included or which that should have been included in such Registration Statement over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if either (A) the Company has not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 180th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue be accrued on the Registrable Securities Notes (over and above any interest otherwise payable on the Registrable SecuritiesNotes) at a rate of .250.50% per annum for the first 90 days commencing on the (x) the 181st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective without being declared effective within five business days in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective effective, in the case of (C) above, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each such subsequent 90-day periodperiod (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note that is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note); provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities any affected Note may not exceed at any one time in the aggregate 1.02.0% per annum; and provided, further, that (1) upon the filing of the Exchange Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 44(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 44(a)), or (3) upon the exchange of Exchange Securities Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 44(a)), or upon the effectiveness of the Exchange Registration Statement which that had ceased to remain effective (in the case of (iii)(B) of this Section 44(a), ) or upon the effectiveness of the Shelf Registration which that had ceased to remain effective (in the case of (iii)(C) of this Section 44(a)), Additional Interest on the Registrable Securities affected Notes as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each December 31 and June 30 (to the holders of record on the Registrable Securities by depositing December 15 and June 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), ) and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Systems Applications International Inc)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement has not been filed with the SEC on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable principal amount of the Securities over and above the stated interest at a rate of .250.25% per annum for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each subsequent 90-day period; andor
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been declared effective by the SEC on or prior to the applicable Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement has not been declared effective by the SEC on or prior to the applicable Effectiveness Date with respect to such Shelf Registration Statement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the 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 Company has Issuers have not exchanged Exchange Securities Notes (and related guarantees) for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date March 10, 2005 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 a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period, then then, Additional Interest shall accrue on the Registrable principal amount of the Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .250.25% per annum for the first 90 days commencing on the (x) 181st day after the Issue DateMarch 10, 2005, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not under any circumstance accrue under more than one of the foregoing clauses (i), (ii) and (iii) of this Section 4 and the rate at which Additional Interest accrues on the Notes as a result of the provisions of clauses (i), (ii) and (iii) of this Section 4 may not exceed at any one time in the aggregate 1.0% per annum; and provided, provided further, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Securities Notes (and related guarantees) for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of a Subsequent Shelf Registration Statement in the Exchange case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (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 Registrable Securities Notes as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "“Event Date"”). The Company , which notice 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 also be payable on each interest payment date at least three business days prior to the record Holder date of Registrable Securities entitled to receive the interest any payment to be made in accordance with the following sentence. Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash simultaneously with, and to the same persons entitled to receive, stated interest on the Notes, commencing with the first such date as set forth in the Indenturepayment 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 affected Registrable Securities of such HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent the immediately following 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.25% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent the immediately following 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 420th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.25% per annum for the first 90 days commencing on the (x) 181st 421st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each such subsequent the immediately following 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i)—(iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within 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 Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each January 15 and July 15 (to the holders of record on the Registrable Securities by depositing January 1 and July 1 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Huntsman Advanced Materials (UK) LTD)
Additional Interest. (a) The Company Issuer and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company Issuer agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after either such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company Issuer has not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 45th day after the date on which the Exchange Offer Regi▇▇▇▇- tion Statement relating thereto 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st 46th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed at any one time in the aggregate 1.01.00% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Securities Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuer shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). The Company shall pay the Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each November 1 and May 1 (to the Registrable Securities by depositing holders of record on October 15 and April 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof hereto and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if neither the Exchange Registration Statement nor (A) the Initial Shelf Registration has not been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of, and be paid to the registered Holders of, the Registrable Securities over Notes then outstanding and above the stated interest affected thereby at a rate of .250.25% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of, and be paid to the registered Holders of, the Registrable Securities included or which should have been included in such Registration Statement over Notes then outstanding and above the stated interest affected thereby at a rate of .250.25% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 300th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than during any Blackout Period relating to such Shelf Registration), then Additional Interest shall accrue on the Registrable Securities (over principal amount of, and above any interest otherwise payable on be paid to the registered Holders of, the Registrable Securities) Notes then outstanding and affected thereby at a rate of .250.25% per annum for the first 90 days commencing on the (x) 181st 301st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that (1) the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.01.00% per annumannum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the continuation of a Blackout Period; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement which that 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereofthereto), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within one business day 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"). The Company shall pay the Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each June 1 and December 1 (to the holders of record of the affected Registrable Notes on the Registrable Securities by depositing May 15 and November 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay No Additional Interest shall be deemed accrue with respect to accrue immediately following the occurrence of the applicable Event Date. Notes that are not Registrable Notes.
(c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the sole damages that may will be incurred suffered by Holders of affected Registrable Securities Notes by reason of the failure occurrence of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as any of the case may be, events described in accordance with this Section 44(a)(i)-(iii) hereto.
Appears in 1 contract
Sources: Registration Rights Agreement (Cogent Management Inc)
Additional Interest. In the event that:
(aA) The neither the Exchange Offer Registration Statement nor a Shelf Registration Statement is filed with the Commission on or prior to the 150th day after the Issue Date or (B) notwithstanding that the Company and the Initial Purchasers agree that the Holders of Registrable Securities Issuer Trust have consummated or will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordinglyconsummate an Exchange Offer, the Company agrees and the Issuer Trust are required 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 neither the Exchange file a Shelf Registration Statement nor the Initial and such Shelf Registration has been Statement is not filed on or prior to the Filing Datedate required by Section 2(b) hereof, Additional Interest then commencing on the day after the applicable required filing date, liquidated damages shall accrue on the Registrable principal amount of the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and additional Distributions shall accumulate on the liquidation amount of the Capital Securities over and above and, if the stated interest Exchange Offer has been consummated, the New Capital Securities, each at a rate of .250.25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;annum; or
(iiA) if neither the Exchange Offer Registration Statement nor the Initial a Shelf Registration Statement is declared effective by the SEC Commission on or prior to the Effectiveness 180th day after the Issue Date or (B) notwithstanding that the Company and the Issuer Trust have consummated or will consummate an Exchange Offer, the Company and the Issuer Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the 30th day after the date such Shelf Registration Statement was required to be filed, then, commencing on the 181st day after the Issue Date, Additional Interest liquidated damages shall accrue on the Registrable principal amount of the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and additional Distributions shall accumulate on the liquidation amount of the Capital Securities included or which should have and, if the Exchange Offer has been included in such Registration Statement over and above consummated, the stated interest New Capital Securities, each at a rate of .250.25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day periodannum; andor
(iii) if (A) the Issuer Trust has not exchanged New Capital Securities for all Capital Securities validly tendered for exchange by their respective Holders or the Company has not exchanged Exchange Securities the New Guarantee or New Junior Subordinated Debentures for all Notes the Guarantee or Junior Subordinated Debentures validly tendered tendered, in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 30th day after the date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the Exchange 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 that the Exchange Offer is consummated as all Capital Securities have been disposed of thereunder or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases otherwise cease to be effective at any time during the Effectiveness PeriodRegistrable Securities), then Additional Interest liquidated damages shall accrue on the Registrable Securities (over principal amount of the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and above any interest otherwise payable additional Distributions shall accumulate on the Registrable liquidation amount of the Capital Securities and, if the Exchange Offer has been consummated, the New Capital Securities) , each at a rate of .250.25% per annum for the first 90 days commencing on the (x) 181st the 31st day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, however, that neither the Additional Interest liquidated damages on the Junior Subordinated Debentures and any outstanding New Junior Subordinated Debentures, nor the additional distribution rate on the Registrable -------- ------- liquidation amount of the Capital Securities and any outstanding New Capital Securities, may not exceed at any one time in the aggregate 1.00.25% per annum; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration -------- ------- Statement or a Shelf Registration as required hereunder Statement (in the case of clause (i) of this Section 4above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the a Shelf Registration as required hereunder Statement (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of Exchange Securities New Capital Securities, the New Guarantee and New Junior Subordinated Debentures for all Notes Capital Securities, the Guarantee and all Junior Subordinated Debentures tendered (in the case of clause (iii)(A) of this Section 4above), or upon the effectiveness of the Exchange Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4)above) liquidated damages on the Junior Subordinated Debentures and any outstanding New Junior Subordinated Debentures, or upon and additional distributions on the effectiveness liquidation amount of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Registrable Capital Securities and any outstanding New Capital Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrueaccrue and accumulate. It being understood Any amounts of liquidated damages and agreed thatadditional distributions due pursuant to Section 2(e)(i), notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(bii) The Company shall notify the Trustee within 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 (an iii) above ("Event DateLiquidated Damages"). The Company shall pay the Additional Interest due , will be payable in cash on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on next succeeding June 1 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 will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effectiveDecember 1, as the case may be, in accordance with this Section 4to Holders on the relevant record dates for the payment of interest and distributions pursuant to the Indenture and the Trust Agreement, respectively.
Appears in 1 contract
Sources: Registration Rights Agreement (City Holding Capital Trust)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree, jointly and severally, to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date 135th day after the date on which the Exchange Offer Registration Statement relating thereto 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 a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st 151st day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed at any one time in the aggregate 1.01.50% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Securities Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within 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 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 will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Abraxas Petroleum Corp)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities Notes will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, each of the Company Issuers agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing DateDate or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 120th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 121st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Securities Notes over and above the stated interest at a rate of .251.0% per annum for the first 90 days immediately following the Filing DateDate or such 120th day, as the case may be, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement Notes over and above the stated interest at a rate of .251.0% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities Notes for all Notes validly tendered and not withdrawn in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or 255th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that consummation of the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than as a result of the imposition of any Suspension Period in accordance with the penultimate paragraph of Section 5 of this Agreement), then Additional Interest shall accrue on the Registrable Securities (Notes over and above any the stated interest otherwise payable on the Registrable Securities) at a rate of .251.0% per annum for the first 90 days commencing on the (x) 181st 256th day after the Issue Date, Date in the case of (A) above, above or (y) the day the such Exchange Registration Statement or Shelf Registration 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 and (C) above, such Additional Interest rate increasing by an additional .250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed at any one time in the aggregate 1.02.0% per annum; and provided, further, provided further that (1) upon the filing of the Exchange Registration -------- ------- Statement or a each Shelf Registration as required hereunder (in the case of clause (i) of this Section 4above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the Shelf Registration as required hereunder case may be (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of Exchange Securities Notes for all Registrable Notes tendered (in the case of clause (iii)(Aiii) of this Section 4), (A) above) or upon the effectiveness of the an Exchange Registration Statement or Shelf Registration 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 and (in the case of (iii)(CC) of this Section 4above), Additional Interest on the any Registrable Securities Notes then accruing Additional Interest as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within one business day 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 Any amounts of Additional Interest due on the Registrable Securities by depositing with the Trusteepursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in trust, for the benefit of the Holders thereof, on or before the applicable cash semi-annual annually on each regular interest payment date, immediately available funds date specified in sums sufficient the Indenture (to pay the Additional Interest then due to Holders of Registrable Securities. The Additional Interest due shall be payable Notes of record on each the regular record date therefor (as specified in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indentureaccrue. 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 HoldersNotes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Jacobs Entertainment Inc)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities Notes ("“Additional Interest"”) under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeindependent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Registrable Securities over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-–day period;; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above principal amount of the stated interest Notes at a rate of .250.50% per annum for the first 90 days immediately following the day after the such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each subsequent 90-–day period; andor
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation 180th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than during any Blackout Period relating to such Shelf Registration and as permitted in the proviso in Section 5(b)), then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, and such Additional Interest rate increasing shall increase by an additional .250.25% per annum at the beginning of each such subsequent 90-–day period; provided, however, that (1) the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annumannum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the continuation of a Blackout Period; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or a 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 Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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 Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within one business day 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"”). The Company shall pay the Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each June 1 and December 1 (to the holders of record on the Registrable Securities by depositing May 15 and November 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. 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 HoldersNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay No Additional Interest shall be deemed accrue with respect to accrue immediately following the occurrence of the applicable Event Date. Notes that are not Registrable Notes.
(c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the sole damages that may will be incurred suffered by Holders of Registrable Securities Notes by reason of the failure occurrence of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as any of the case may be, events described in accordance with this Section 44(a)(i)-(iii) hereof.
Appears in 1 contract
Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities Notes ("“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 neither (A) the Exchange Offer Registration Statement nor the Initial Shelf Registration has not been filed declared effective on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the 365th day after the Effectiveness Issue Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (AB) the Company has not exchanged Exchange Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to 30 Business Days after the Consummation Effectiveness Date or for the Exchange Offer Registration Statement, (BC) the Exchange Company is required to file a Shelf Registration Statement ceases to be and such Shelf Registration Statement is not declared effective at any time on or prior to the time that 90th day after the Exchange Offer is consummated date such Shelf Registration Statement filing was requested or required or (CD) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Period (other than because of the sale of all of the Securities registered thereunder). Any Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on principal amount of the Registrable Securities) Notes at a rate of .250.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such Additional Interest continues to accrue, provided that the first 90 days rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Company) commencing on the (xw) 181st 366th day after the Issue Date, in the case of (A) above, or (yx) 31st Business Day after the day Effectiveness Date for the Exchange Offer Registration Statement ceases to be effective Statement, in the case of (B) above, (y) the 366th day after the date such Shelf Registration Statement filing was requested or required in the case of (C) above or (z) the day such Shelf Registration ceases to be effective in the case of (CD) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) upon the filing effectiveness of the applicable Exchange Offer Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (iA) 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 the Exchange Securities for all Notes Securities tendered (in the case of clause (iii)(AB) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (C) of this Section 4), or upon the effectiveness of the Exchange applicable Shelf 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)(CD) of this Section 4), Additional Interest on the Registrable Securities Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood Notwithstanding any other provisions of this Section 4, (i) the Company shall not be obligated to pay Additional Interest in respect of an event described in Section 4(a)(C) during a Shelf Suspension Period permitted by Section 3(a) hereof, and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, (ii) no Additional Interest shall accrue on such Registrable Securitythe Notes following the second anniversary of the Issue Date.
(b) The Company shall notify the Trustee within one business day 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 Any amounts of Additional Interest due pursuant to (a) of this Section 4 will be payable in cash semiannually on each February 1 and August 1 (to the holders of record on the Registrable Securities by depositing January 15 and July 15 immediately preceding such dates), commencing 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 first such date occurring after any such Additional Interest then due commences 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 Indentureaccrue. The amount of Additional Interest will be determined by the Company by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such HoldersSecurities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-365 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. 365.
(c) The parties hereto agree that the Additional Interest provided for liquidated damages set forth in this Section 4 constitutes a reasonable estimate of shall be the damages that may be incurred by exclusive remedy for the Holders of Registrable Securities by reason of if the failure of a Shelf Registration Company fails to fulfill its obligations under Section 2 or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 43 thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Great Lakes Dredge & Dock CORP)
Additional Interest. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the 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):
If (i) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .25% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) 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 Registrable Securities as a result of such clause (or the relevant subclause thereof)Statement, as the case may be, is filed with the Commission by the 90th day following the Refinancing Completion Date, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective by the 180th day following the Refinancing Completion Date, (iii) the Registered Exchange Offer has not been consummated by the 225th day following the Refinancing Condition Date, (iv) the Shelf Registration Statement has not been declared effective on or prior to the 90th day after the Company’s obligation to file a Shelf Registration Statement arises or (v) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (other than during any Deferral Period or as set forth below) in connection with resales of notes of New Securities in accordance with and during the periods specified in this Agreement (each such event referred to in clauses (i) through (v), a “Registration Default”), interest (“Additional Interest”) will accrue on the principal amount of the Securities and the New Securities (in addition to the stated interest on the Securities and the New Securities) from and including the date on which any such Registration Default shall cease occur to accruebut excluding the date on which all Registration Defaults have been cured or are no longer continuing. It Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of such Registration Default and at a rate of 0.50% per annum thereafter (it being understood and agreed that, that notwithstanding any provision to the contrarycontrary above, (A) if there are multiple Registration Defaults, there will be no duplication of Additional Interest, and the maximum Additional Interest shall be 0.50% per annum, (B) so long as any Securities or New Securities are not Registrable Security is then covered by an effective Shelf Registration StatementSecurities, no Additional Interest shall accrue on such Registrable Security.
Securities or New Securities, and (bC) The Company shall notify the Trustee within 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 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 a Holder of Registrable Securities who is not entitled to receive the interest payment to be made on such date as set forth in the Indenture. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue 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 benefits of a Shelf Registration or Exchange Offer Statement (i.e., such Holder has not elected to include information) shall not be filed or declared effective, or entitled to Additional Interest with respect to a Registration Default that pertains to such Shelf Registration Statement). A Registration Default referred to in cause (v) above will be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if such Registration Default has occurred solely as a result of the filing of a post-effective amendment to remain such Shelf Registration Statement and for such time as is reasonably necessary to incorporate annual audited financial information, quarterly financial information or other required information where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders of the Securities to use the related prospectus and the Company is using its commercially reasonable efforts to have such post-effective amendment declared effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Standard Pacific Corp /De/)
Additional Interest. (a) The Company Issuers and the Initial Purchasers agree that the Holders of Registrable Securities Notes will suffer damages if the Company fails Issuers fail to fulfill its their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, each of the Company Issuers agrees to pay, as liquidated damages, additional interest on the Registrable Securities Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicativeeffect):
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing DateDate or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 60th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 61st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Securities Notes over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the Filing DateDate or such 60th day, as the case may be, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement Notes over and above the stated interest at a rate of .250.50% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has Issuers have not exchanged Exchange Securities Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or 210th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that consummation of the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (Notes over and above any the stated interest otherwise payable on the Registrable Securities) at a rate of .250.50% per annum for the first 90 days commencing on the (x) 181st 210th day after the Issue Date, Date in the case of (A) above, above or (y) the day the such Exchange Registration Statement or Shelf Registration 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 and (C) above, such Additional Interest rate increasing by an additional .250.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities Notes may not exceed at any one time in the aggregate 1.02.0% per annum; and provided, further, provided further that (1) upon the filing of the Exchange Registration -------- ------- Statement or a each Shelf Registration as required hereunder (in the case of clause (i) of this Section 4above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the Shelf Registration as required hereunder case may be (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of Exchange Securities Notes for all Registrable Notes tendered (in the case of clause (iii)(A) of this Section 4), above) or upon the effectiveness of the an Exchange Registration Statement or Shelf Registration 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 and (in the case of (iii)(CC) of this Section 4above), Additional Interest on the any Registrable Securities Notes then accruing Additional Interest as 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 Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company Issuers shall notify the Trustee within one business day five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). The Company shall pay the Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash 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 each regular interest payment date, immediately available funds date specified in sums sufficient the Indenture (to pay the Additional Interest then due to Holders of Registrable Securities. The Additional Interest due shall be payable Notes of record on each the regular record date therefor (as specified in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indentureaccrue. 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 HoldersNotes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract