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. 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. Each of the following shall constitute a registration default under this Agreement (each, a “Registration Default”):
(a) the Shelf Registration Statement has not been filed with the Commission and become effective (whether upon such filing if the Company is then a Well-Known Seasoned Issuer or upon declaration by the Commission if the Company is not then a Well-Known Seasoned Issuer) on or prior to the 180th day after the Closing Date;
(b) 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 post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, 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 Section 2(d));
(c) the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective; and
(d) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) 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. The Company shall use its commercially reasonable efforts to promptly cure any Registration Default following the occurrence thereof.
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. 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 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. If the Resale Shelf Registration Statement is not filed with the SEC on or prior to the Mandatory Shelf Filing Date or the Company does not request that the Registration Statement be declared effective (a “Registration Default Event”), then in addition to any other rights the Holders may have hereunder or under applicable law, automatically in such case and so long as such Registration Default Event shall continue, (i) if the Loans (as defined in the Credit Agreement) are outstanding, all Loans outstanding, together with all overdue amounts shall bear interest at the Default Rate or (ii) if the Loans are no longer outstanding, Company shall pay to Holders, pro rata in accordance with the amount of any Registrable Shares held by them, an amount equal to the daily amount of interest that would accrue on the maximum principal amount of Loans that was outstanding if such principal amount were still outstanding at a rate per annum equal to the Default Rate.
Registration Defaults. If a Registration Statement is not (i) filed with the SEC on or before the Filing Date or the Subsequent Filing Date, as applicable, or (ii) declared effective by the SEC on or before the Effectiveness Date or the Subsequent Effectiveness Date, as applicable (each such event referred to in foregoing clauses (i) and (ii), a “Registration Default”), then in such event as partial relief for the damages to the Holders by reason of any such delay in or reduction of her ability to sell the Shares and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or equity), the Company hereby agrees to promptly pay to the Holders an amount in cash equal to 1.0% of the aggregate Purchase Price (as defined in the Purchase Agreement) of such Shares for each 30-day period (prorated for periods of less than 30 days) following the Registration Default during which such Registration Default remains uncured; provided, however, that the payments described in this sentence shall not exceed an amount equal to 5.0% of the aggregate Purchase Price of such Shares.