Registration Defaults Clause Samples
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
(i) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest shall accrue on the Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Se...
Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shal...
Registration Defaults. If any of the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
(a) if the Issuers fail to consummate the Registered Exchange Offer within 300 Business Days following the Closing Date; or
(b) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Registrable Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest shall accrue on the Registrable Securities at a rate of .25% per annum of the principal amount of Registrable Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional .25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 1.0% per annum of the principal amount of the Registrable Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon consummation of the Registered Exchange Offer (in the case of paragraph (a) above) or (2) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (b) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease.
Registration Defaults. If any of the following events shall occur, then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(a) if on or prior to the 270th day of following the Closing Date, neither the Registered Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective, then Registration Default Damages shall accrue on the Registrable Securities at a rate of .25% per annum and shall be payable in accordance with the interest payment provisions of the Securities; or
(b) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of .25% per annum and shall be payable in accordance with the interest payment provisions of the Securities; provided, however, that (i) upon completion of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement (in the case of paragraph (a) above), or (ii) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (b) above), Registration Default Damages shall cease to accrue.
Registration Defaults. (a) If, and only if, any of the following events shall occur (each such event, a "Registration Default"), then the Company shall pay liquidated damages (the "Registration Default Damages") to the Holders of Registrable Notes in respect of the Notes as follows:
(i) the Shelf Registration Statement is not filed, or on file, with the Commission prior to or on the Shelf Filing Deadline, commencing on the day following the Shelf Filing Deadline, Registration Default Damages shall accrue on the Registrable Notes at a rate of 0.25% per annum for the first 120 days from and including the day following the Shelf Filing Deadline and 0.50% per annum thereafter; or
(ii) the Shelf Registration Statement has not become effective, or a previously effective Shelf Registration Statement has not been made available, prior to or on the Effectiveness Target Date, commencing on the date following the Effectiveness Target Date, Registration Default Damages shall accrue on the Registrable Notes at a rate of 0.25% per annum for the first 120 days from and including the day following the Effectiveness Target Date and 0.50% per annum thereafter; or
(iii) the Shelf Registration Statement is filed and has become effective but, during the Shelf Registration Period, shall thereafter cease to be effective or fail to be usable for its intended purpose (other than pursuant to Section 3(c)(x) hereof) for more than 5 Business Days, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 120 days from and including such date on which the Shelf Registration Statement ceases to be effective and 0.50% per annum thereafter; or
(iv) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(c)(x) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the Registrable Notes at a rate of 0.25% per annum for the first 120 days from and including such date and 0.50% per annum thereafter. The Registration Default Damages payable as specified above shall be determined:
(A) in respect of the Registrable Notes, to each holder of Notes as described in Section 8(i) through (iv); and
(B) in respect of the Registrable Notes submitted for conversion into Common Stock during the existence of a Registration Default with respec...
Registration Defaults. If any of the following events shall occur (each, a “Registration Default”), then the Company shall pay additional interest on the Notes (“Additional Interest”) to the Holders as follows:
(a) if the Shelf Registration Statement has not been filed with the Commission and become or declared effective, as the case may be, on or prior to the 365th day after the Closing Date, then commencing on the 366th day after the Closing Date, Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including the 366th day after the Closing Date and 0.50% per annum thereafter; or
(b) if the Shelf Registration Statement has been declared or becomes effective but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (i) a Deferral Period or (ii) as a result of a requirement to file a posteffective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and the Company does not cure the lapse of effectiveness or usability within 10 Business Days (or, if a Deferral Period is then in effect and subject to the 10 -Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(d) with respect to any Notice and Questionnaire received during such period, within 10 Business Days following the expiration of such Deferral Period or period permitted pursuant to
Registration Defaults. See Section 5(a) hereof.
Registration Defaults. If a Registration Event occurs, then the Company will make payments to each Investor (a "Qualified Investor"), as partial liquidated damages for the minimum amount of damages to the Qualified Investor by reason thereof, and not as a penalty, at a rate equal to one percent (1%) of the aggregate Offering Price paid for the shares of Common Stock held by such Qualified Investor per month, for the first calendar month of the Registration Default Period (pro rated for any period less than 30 days) plus two percent (2%) of the aggregate Offering Price paid for the shares of Common Stock held by such Qualified Investor per month, for each calendar month, after the first month, in the Registration Default Period (pro rated for any period less than 30 days) with respect to each Registration Event; provided, however, if a Registration Event occurs (or is continuing) on a date more than two years after the Qualified Investor acquired the Registrable Securities (and thus the two-year holding period under Rule 144(k) has elapsed), liquidated damages shall be paid only with respect to that portion of a Qualified Investor's Registrable Securities that cannot then be immediately resold without restriction in reliance on Rule 144(k). Each such payment shall be due and payable within five days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five days after such termination. Such payments shall be in partial compensation to the Qualified Investor, and shall not constitute the Qualified Investor's exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of "Registration Event,"
Registration Defaults. In the event that either the Exchange Offer is not completed or the Shelf Registration Statement, if required hereby, is not declared effective on or prior to the earlier of (x) March 27, 2006 and (y) 90 days after request by an Initial Purchaser as described in Section 2(b) hereof (the foregoing, a “Registration Default”), the interest rate on the Registrable Securities will be increased by 0.50% per annum for the first 90-day period immediately following the occurrence of such Registration Default and an additional 0.50% per annum (for a total additional rate of 1.00% per annum) following such 90-day period immediately following the occurrence of such Registration Default, in any case until the Exchange Offer is completed or the Shelf Registration Statement, if required hereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. Such additional interest rate shall not increase beyond 0.50% per annum during the initial 90-day period or 1.00% per annum after the initial 90-day period in the case of concurrent Registration Defaults during any such period. If the Shelf Registration Statement, if required hereby, has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 31st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable.
Registration Defaults. If the Shelf Registration Statement is not declared effective by the Commission prior to 730 days from the Closing Date, each Holder shall have the right, as described in Section 3.9 of the Company’s Operating Agreement as in effect on the date hereof without giving effect to any subsequent amendments, if any, to cause the Company (including any successor entity) to purchase the Securities held by such Holder at a price equal to the then-current net asset value per unit of the Securities.