Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect): (a) the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or (b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or (c) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securities.
Appears in 4 contracts
Sources: Registration Rights Agreement (Crown Holdings, Inc.), Registration Rights Agreement (Crown Holdings Inc), Registration Rights Agreement (Crown Holdings Inc)
Registration Defaults. The Issuers and (a) If any of the Initial Purchasers agree that the Holders will suffer damages if following events (each, a “Registration Default”) shall occur, then the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain shall pay liquidated damages (the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Special Interest”) under the circumstances and to the extent set forth below (each Holders of which shall be given independent effect):
(a) the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount Securities in respect of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; oras follows:
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf if any Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement this Agreement is not declared effective by the Commission on or prior to the 60th day following 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 was filedor 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, commencing on in each case, as of the day after either date any such required dateevent occurs, Additional Special Interest shall accrue on the principal amount of 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 immediately following from and including such date; thereafter, such Additional the Special Interest rate increasing will increase by an additional 0.25% per annum at the beginning of with respect to each subsequent 90-day period; or
(c) if applicableperiod until all Registration Defaults have been cured, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases up to be effective at any time prior to the one year anniversary a maximum amount of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on 0.50% per annum of the principal amount of the Transfer Restricted Securities at a rate of 0.25% per annum for outstanding. All accrued Special Interest will be paid by the first 90 days commencing Issuers on the day 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 Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one accounts have been specified. A Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that have been cured for purposes hereof (1) upon the completion effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of clause paragraph (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(iiii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)aboveiii) above). Immediately upon the cure of all Registration Defaults, Additional the accrual of Special Interest will cease and the interest rate on the Securities as 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 Section 8 constitute a result reasonable estimate of such clause and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the relevant subclause thereofShelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), as in each case to the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securitiesextent required by this Agreement.
Appears in 4 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (Dynegy Inc.), Registration Rights Agreement (Dynegy Inc.)
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) In the Registered event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Registration Trigger Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 3(a) and such Shelf Registration Statement (x) does not become effective on or prior to the 360th 90th day after following (A) the Issue Datedate of such determination, then commencing on in the day after case of a Shelf Registration Statement required pursuant to Section 3(a)(i), (B) such date, Additional Interest shall accrue in the case of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iii), or (D) the Registration Trigger Date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iv) or Section 3(a)(v), or (y) becomes effective but ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Shelf Registration Period, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, the interest rate on the principal amount of the Securities at a rate of will be increased by 0.25% per annum for the first 90 days 90-day period immediately following each date, such Additional Interest rate increasing by Registration Default and (ii) an additional 0.25% per annum at the beginning of with respect to each subsequent 90-day period; or, up to a maximum of 1.00% per annum, in each case until the earlier of the date such Registration Default is cured or the Securities become Freely Tradable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement.
(b) The Company shall notify the Issuers are Trustee within five business days after each and every date on which an event occurs in respect of which Additional Interest is required by Section 3(a) hereof to file a Shelf Registration Statement and be paid (i) such Shelf Registration Statement is not filed with the Commission by the an “Event Date”). Any Additional Interest due shall be payable on each interest payment date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th Holder of Notes with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securitiesapplicable Event Date.
Appears in 4 contracts
Sources: Registration Rights Agreement (CAESARS ENTERTAINMENT Corp), Registration Rights Agreement (CAESARS ENTERTAINMENT Corp), Registration Rights Agreement (CAESARS ENTERTAINMENT Corp)
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):If:
(a) the Registered Exchange Offer Offer, if required by this Agreement, is not completed consummated on or prior to the 360th day after the Issue Target Registration Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are Shelf Registration Statement, if required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is this Agreement, has not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not been declared effective by the Commission or has not otherwise become effective on or prior to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the 90th day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodTarget Registration Date; or
(c) if applicable, the Shelf Registration Statement Statement, if required by this Agreement, has been filed and is declared or otherwise becomes effective and such Shelf Registration Statement but ceases to be effective at or usable for a period of time that exceeds 120 days in the aggregate in any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases 12-month period in which it is required to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; effective hereunder (each such event referred to in the preceding clauses (a), (b) and (c), a “Registration Default”), the interest rate borne by the Registrable Securities affected thereby shall be increased (“Additional Interest”) immediately upon occurrence of a Registration Default by one-quarter of one percent (0.25%) per annum with respect to the first 90-day period while one or more Registration Defaults is continuing and will increase to a maximum of one-half of one percent (0.50%) per annum Additional Interest thereafter while one or more Registration Defaults is continuing until all Registration Defaults have been cured; provided that Additional Interest shall accrue only for those days that a Registration Default occurs and is continuing, including the date on which any Registration Default shall occur but not including the date on which all Registration Defaults have been cured. Such Additional Interest shall be calculated based on a year consisting of 360 days comprised of twelve 30-day months. Following the cure of all Registration Defaults the accrual of Additional Interest on the affected Registrable Securities will cease, the interest rate will revert to the original rate on such Registrable Securities and, upon any subsequent Registration Default following any such cure of all Registration Defaults, Additional Interest will begin accruing again at one-quarter of one percent (0.25%) per annum and will increase to a maximum of one-half of one percent (0.50%) per annum as provided above until all Registration Defaults have been cured. Additional Interest shall not be payable with respect to Registration Defaults for any period during which a Shelf Registration Statement is effective and usable by the Holders. Any Additional Interest shall constitute liquidated damages and shall be the exclusive remedy, monetary or otherwise, available to any Holder of Registrable Securities with respect to any Registration Default or any other default with respect to the filing or effectiveness of a Registration Statement under Section 2 or Section 3 hereof. The Company shall notify the Trustee within five business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the Holder of Registrable Securities affected thereby entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date. Notwithstanding anything else contained herein, no Additional Interest shall be payable in relation to the applicable Shelf Registration Statement or the related Prospectus if (i) such Additional Interest is payable solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited or, if required by the rules and regulations under the Act, quarterly unaudited financial information with respect to the Company or the Guarantors where such post-effective amendment is not yet effective and needs to be declared or otherwise become effective to permit Holders to use the related Prospectus or (y) the Company notifies the Holder to suspend use (on one or more occasions) of the Shelf Registration Statement and the related Prospectus for a period not to exceed an aggregate of 120 days in any calendar year pursuant to Section 4(k)(ii); provided, however, that in no event shall the Company or the Guarantors be required to disclose the business purpose for such suspension. Notwithstanding the foregoing, the Company shall not be required to pay Additional Interest rate on with respect to any Registrable Securities to any Holder if the Securities shall not accrue under more than one failure arises from the Company’s and the Guarantor’s failure to file, or cause to become effective, a Shelf Registration Default at any one Statement within the time and at no time shall the aggregate amount of Additional Interest accruing exceed periods specified in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion this Section 2 by reason of the Registered Exchange Offer failure of such Holder to provide such information as (i) the Company or the Guarantors may reasonably request, with reasonable prior written notice, for use in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement or any Prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) FINRA or the Commission may request in connection with such Shelf Registration Statement or (iii) is required to comply with the case agreements of clause (b)(i) above) or upon such Holder as contained herein to the effectiveness of extent compliance thereof is necessary for the Shelf Registration Statement (to be declared or otherwise become effective, including, without limitation, a signed notice and questionnaire as distributed by the Company consenting to such Holder’s inclusion in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities Prospectus as a result selling security holder, evidencing such Holder’s agreement to be bound by the applicable provisions of this Agreement and providing such clause (further information to the Company as the Company or the relevant subclause thereof), as the case Guarantors may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securitiesreasonably request.
Appears in 4 contracts
Sources: Registration Rights Agreement (Amcor PLC), Registration Rights Agreement (Amcor PLC), Registration Rights Agreement (Amcor PLC)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that the Holders will suffer damages if following events (each, a “Registration Default”) shall occur, then the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain shall pay liquidated damages (the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Special Interest”) under the circumstances and to the extent set forth below (each Holders of which shall be given independent effect):Securities in respect of the Securities as follows:
(a) the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are if any Registration Statement required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement this Agreement is not filed with the Commission by on or prior to the date specified for such filing in this Agreement;
(b) if any Registration Statement required by Section 3(b) hereof or (ii) such Shelf Registration Statement this Agreement is not declared effective by the Commission on or prior to the 60th day following date specified to cause such effectiveness under this Agreement;
(c) 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
(d) if the Shelf Registration Statement was filedor 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, commencing on in each case, as of the day after either date any such required dateevent occurs, Additional Special Interest shall accrue on the principal amount of the Registrable Securities at a rate of 0.25.25% per annum of the principal amount of Registrable Securities outstanding for the first 90 days immediately following from and including such date; thereafter, such Additional the Special Interest rate increasing will increase by an additional 0.25.25% per annum at the beginning of with respect to each subsequent 90-day period; or
(c) if applicableperiod until all Registration Defaults have been cured, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases up to be effective at any time prior to the one year anniversary a maximum amount of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on 1.0% per annum of the principal amount of the Registrable Securities at a rate of 0.25% per annum for outstanding. All accrued Special Interest will be paid by the first 90 days commencing Issuer on the day 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 Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one accounts have been specified. A Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that have been cured for purposes hereof (1) upon the completion filing of the Registered Exchange Offer Registration Statement (in the case of clause paragraph (a) above), (2) upon the filing effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(ib) above), (3) or upon the effectiveness consummation of the Shelf Registration Statement Registered Exchange Offer (in the case of clause paragraph (b)(iic) above), or (34) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)aboved) above). Immediately upon the cure of all Registration Defaults, Additional the accrual of Special Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securitieswill cease.
Appears in 3 contracts
Sources: Registration Rights Agreement (NRG Energy, Inc.), Registration Rights Agreement (NRG Energy, Inc.), Registration Rights Agreement (NRG Energy, Inc.)
Registration Defaults. The Issuers and Company further agrees that, in the Initial Purchasers agree event that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is has not been filed with the Commission SEC by the date such filing is required by pursuant to Section 3(b) hereof or 9(a), (ii) such Shelf Registration Statement is has not been declared effective by the Commission on or prior to the 60th day following SEC by the date such Shelf filing is required pursuant to Section 9(a) (or, in the event the Company receives comments on such Registration Statement, the date that is ninety (90) days after the Filing Date), or (iii) after the Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) if applicable, the Shelf Registration Statement has been is declared effective and such Shelf Registration Statement by the SEC, is suspended by the Company or ceases to be remain continuously effective at any time prior to the one year anniversary of its effective date prior as to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum Warrant Shares for the first 90 days commencing on the day such Shelf Registration Statement ceases which it is required to be effective, such Additional Interest rate increasing other than, in each case, within the time period(s) permitted by an additional 0.25% per annum at the beginning of each subsequent 90-day period; Section 9(f)(ii) (each such event referred to in clauses (ai), (bii) and (ciii), (a “Registration Default”)), for any thirty-day period (a “Penalty Period”) during which the Registration Default remains uncured (which initial thirty-day period shall commence on the fifth Business Day after the date of such Registration Default if such Registration Default has not been cured by such date), the Exercise Price then in effect shall be reduced by an amount equal to one percent (1%) of such Exercise Price for each Penalty Period during which the Registration Default remains uncured; provided, however, that if the Additional Interest rate on Holder fails to provide the Securities shall not accrue under more than one Registration Default at Company with any one time and at no time shall the aggregate amount of Additional Interest accruing exceed information that is required to be provided in the aggregate 1.0% per annumRegistration Statement with respect to the Holder as set forth herein, then the commencement of the Penalty Period described above shall be extended until five Business Days following the date of receipt by the Company of such required information; provided, provided further, however, that (1) upon the completion amount payable to the Holder hereunder for any partial Penalty Period shall be prorated for the number of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement actual days during such Penalty Period during which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default remains uncured. The Company shall deliver said cash payment to the Holder by the fifth Business Day after the end of such Penalty Period. If the Company fails to pay said cash payment to the Holder in full by the fifth Business Day after the end of such Penalty Period, the Company will pay interest thereon at a rate of ten percent (10%) per annum (or such lesser maximum amount that is permitted to be payable paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in cash on the same original interest payment dates as the Securitiesfull.
Appears in 3 contracts
Sources: Warrant Agreement (RumbleOn, Inc.), Warrant Agreement (RumbleOn, Inc.), Warrant Agreement (RumbleON, Inc.)
Registration Defaults. The Issuers and (a) If any of the Initial Purchasers agree that following events shall occur, then the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional Issuer shall pay increased interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each Holders of which shall be given independent effect):Securities in respect of the Securities as follows:
(ai) if (x) the Exchange Offer Registration Statement is not declared effective by the Commission within 365 days after the Closing Date, (y) the Registered Exchange Offer is not completed on by the Exchange Date, or prior to (z) if required, the 360th Shelf Registration Statement is not declared effective by the Commission by the later of (A) the 180th day after the Issue date on which the requirement to file such Shelf Registration Statement arises pursuant to Section 3(a) or (B) 365 days after the Closing Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days immediately following each date, from and including such Additional Interest rate specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod thereafter; provided that Additional Interest in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(bii) subject to the Issuers are last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) hereof of this Agreement has been declared effective but thereafter ceases to file a 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 and (i) is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior ceases to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required datebe effective, Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days immediately from and including such 31st day or 61st day, as applicable, following the date on which such date, such Additional Interest rate Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod thereafter; or
(c) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then provided that Additional Interest shall accrue on in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of the Securities at a rate of 0.25% 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 0.25% per annum at the beginning of each subsequent 90-day periodRegistrable Securities; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that upon (1) upon the effectiveness of the Exchange Offer Registration Statement, the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement Statement, as applicable (each in the case of clause paragraph (b)(iii) above), or ) and (32) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)aboveii) above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The 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 and within one Business Day after such Additional Interest ceases to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall pursuant to Section 8(a) will be payable in cash on the same original each interest payment dates as date specified by the SecuritiesIndenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Additional Interest commences to accrue.
(c) The parties hereto agree that the liquidated damages in the form of Additional Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Exchange Offer Registration Statement to be declared effective; (ii) the Registered Exchange Offer completed; or (iii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.
Appears in 3 contracts
Sources: Registration Rights Agreement (NCL CORP Ltd.), Registration Rights Agreement (NCL CORP Ltd.), Registration Rights Agreement (NCL CORP Ltd.)
Registration Defaults. The Issuers and Each of the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which following events shall be given independent effect):constitute a Registration Default:
(a) if the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such which may be, if the Company is then a WKSI, an Automatic Shelf Registration Statement Statement) is not filed with the Commission Commission, or if an existing shelf registration statement is not designated by the date required by Section 3(bCompany for the purpose of registering the Securities, within 120 days following the Closing Date;
(b) hereof or (ii) such if the Shelf Registration Statement is not declared effective by the Commission on (or prior to has not become effective in the 60th day case of an Automatic Shelf Registration Statement) within 210 days following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orClosing Date;
(c) if applicable, the Shelf Registration Statement has been declared or becomes effective and such Shelf Registration Statement but ceases to be effective or usable for the offer and sale of the Registrable Securities (other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding Selling Securityholders or the plan of distribution provided for therein at any time prior during the Shelf Registration Period) and the Company does not cure the lapse of effectiveness or usability within either (i) ten Business Days, or (ii) if a Deferral Period is then in effect and subject to the one year anniversary 15 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, ten Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e).
(d) if the Company through its effective date prior omission fails to all Securities covered by 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 having been soldat the time it first became effective, then Additional Interest shall accrue on or (ii) any Prospectus at the principal amount later of time of filing thereof or the Securities at a rate of 0.25% per annum for time the first 90 days commencing on the day such Shelf Registration Statement ceases to be of which the Prospectus forms a part becomes effective, or (iii) if permitted, an Exchange Act filing or post-effective amendment; or
(e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod pursuant to Section 3(h) hereof; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one a Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) will be deemed to end upon the completion day before the earlier of (i) the Registered Exchange Offer day on which such Registration Default has been cured or waived, and (in ii) the case of clause (a) above), (2) upon the filing of date the Shelf Registration Statement is no longer required to be kept effective for the Underlying Shares; provided, however, if a Registration Default occurs and is continuing during a period of time that the Notes are exchangeable for Underlying Shares, liquidated damages consisting solely of additional interest (“Liquidated Damages”) will be paid to those entitled to interest payments on such dates semi-annually in the case of clause arrears on each interest payment date and will accrue at a rate per year equal to (b)(ii) above) or upon the effectiveness 0.25% of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness outstanding principal amount of the Shelf Notes to and including the 90th day following such registration default, and (ii) 0.50% of the outstanding principal amount of the Notes from and after the 91st day following such Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest Default. In no event will any additional interest on the Securities as Notes exceed 0.50% per year. No Liquidated Damages will be paid on any Note after it has been exchanged for Underlying Shares. If a result of such clause (or Note ceases to be outstanding during any period for which additional interest is accruing, the relevant subclause thereof), as the case may be, shall cease Liquidated Damages to accruebe paid with respect to that Note will be prorated. Any amounts of Additional Interest due as a result The occurrence and continuance of a Registration Default shall be payable in cash not have any effect on the same original interest payment dates as Partnership’s rights with respect to the SecuritiesSecurities under the Indenture, including but not limited to its right to redeem the Securities pursuant to the Indenture.
Appears in 3 contracts
Sources: Registration Rights Agreement (Northstar Realty Finance Corp.), Registration Rights Agreement (Northstar Realty Finance Corp.), Registration Rights Agreement (Northstar Realty)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) the Registered Exchange Offer if any Registration Statement required by this Agreement is not completed filed or designated with the Commission on or prior to the 360th day after the Issue Datedate specified for such filing in this Agreement, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.25specified date and .50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) the Issuers are if, after having filed any Registration Statement required by Section 3(a) hereof to file a Shelf Registration Statement and (i) this Agreement, such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th day following the date by which reasonable best efforts are to be used to cause such Shelf Registration Statement was filedeffectiveness under this Agreement, then, then commencing on the day after either such required specified date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25specified date and .50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the Shelf any Registration Statement required by this Agreement has been declared effective and such Shelf Registration Statement but ceases to be effective at any time prior at which it is required to be effective under this Agreement, then commencing on the one year anniversary of its effective date prior to all Securities covered by day the Shelf Registration Statement having been soldceases to be effective, then Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25.25% per annum for the first 90 days commencing from and including such date on which the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25effective and .50% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annumthereafter; provided, further, however, that (1) upon the completion filing or designating of the Registered Exchange Offer Registration Statement (in the case of clause paragraph (a) above), (2) upon the filing effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(iib) above), or (3) upon the effectiveness of the Shelf Registration Statement which that had ceased to remain effective (in the case of clause paragraph (c)abovec) above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, Registration Default Damages shall cease to accrue. Any amounts ; provided further, for the avoidance of Additional Interest due as a result of a doubt, that the Company shall not under any circumstances be required to pay Registration Default shall be payable Damages under (a), (b) and (c) of this Section 8 in cash on the same original interest payment dates as the Securitiesa cumulative manner.
Appears in 3 contracts
Sources: Registration Rights Agreement (Citizens Communications Co), Registration Rights Agreement (Citizens Communications Co), Registration Rights Agreement (Citizens Communications Co)
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) In the Registered event that (i) (x) the Exchange Offer Registration Statement does not become effective on or prior to the 365th day after the date hereof, (y) such Exchange Offer Registration Statement becomes effective but ceases to be effective or usable or (z) the Exchange Offer is not completed within 30 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 3(a) and such Shelf Registration Statement (x) does not become effective (A) on or prior to the 360th 365th day after following the Issue Datedate of such determination, then commencing in the case of a Shelf Registration Statement required pursuant to Section 3(a)(i) or (B) on or prior to the 485th day following the date hereof, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (iii) or (iv), or (y) becomes effective but ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Shelf Registration Period, (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, the interest rate on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of will be increased by 0.25% per annum for the first 90 days 90-day period immediately following each date, such Additional Interest rate increasing by Registration Default and (ii) an additional 0.25% per annum at the beginning of with respect to each subsequent 90-day period; or, up to a maximum of 1.00% per annum, in each case to but excluding the earlier of (i) the date on which all Registration Defaults have been cured and (ii) the date which is two years from the date hereof. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement.
(b) The Company shall notify the Issuers are Trustee within five business days after each and every date on which an event occurs in respect of which Additional Interest is required by Section 3(a) hereof to file a Shelf Registration Statement and be paid (i) such Shelf Registration Statement is not filed with the Commission by the an “Event Date”). Any Additional Interest due shall be payable on each interest payment date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th Holder of Senior Notes with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securitiesapplicable Event Date.
Appears in 3 contracts
Sources: Registration Rights Agreement (Everest Acquisition Finance Inc.), Registration Rights Agreement (MBOW Four Star, L.L.C.), Registration Rights Agreement (MBOW Four Star, L.L.C.)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur as a result of the Holders will suffer damages if the Issuers fail Company’s failure to fulfill their satisfy its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below hereunder (each of which shall be given independent effect):
the events set forth in clauses (a) the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
through (bd) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c)below, a “Registration Default”), providedthen the Partnership shall pay additional interest on the Notes (“Registration Default Additional Interest”) to the Holders of the Notes in accordance with the terms of the Indenture as follows:
(a) if the Initial Shelf Registration has not been filed with the Commission and/or has not been declared or become effective, howeveras the case may be, that within the timeframes required under Section 2.1, after giving effect to any extensions as set forth therein, Registration Default Additional Interest rate shall accrue on the Securities shall aggregate outstanding principal amount of the Notes at a rate of 0.50% per annum; or
(b) if the Initial Shelf Registration or Subsequent Shelf Registration has been declared or become effective but later ceases to be effective or available for the offer and sale of the Registrable Securities, other than (1) in connection with a Deferral Period or (2) as a result of the filing of 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 accrue cure the lapse of effectiveness or availability within 10 business days (or within 10 business days following the expiration of such Deferral Period or within the timeframe contemplated under more than one Section 2.3.2 for filing a Post-effective Amendment, as the case may be), then Registration Default at any one time and at no time Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.50% per annum; or
(c) if the Company through its omission fails to name a Holder as a selling securityholder and such Holder had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (1) the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration at the time it first became effective or (2) any Prospectus at the later of (x) the time of filing thereof and (y) the time the Initial Shelf Registration or Subsequent Shelf Registration, as applicable, of which the Prospectus forms a part became or was declared effective, then Registration Default Additional Interest accruing exceed in shall accrue, on the aggregate 1.0outstanding principal amount of the Notes held by such Holder, at a rate of 0.50% per annum from and including the day following the effective date of such Initial Registration Statement or Subsequent Shelf Registration or the time of filing of such Prospectus, as the case may be, which Registration Default Additional Interest shall be payable by the Partnership separately to such Holder at the account specified in writing by such Holder to the Partnership; or
(d) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3.4.2 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 Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.50% per annum; provided, further, however, that (1) upon the completion filing and effectiveness (whether upon such filing or otherwise) of the Registered Exchange Offer Initial Shelf Registration or Subsequent Shelf Registration (in the case of clause paragraph (a) above), (2) upon such time as the filing of the Initial Shelf Registration Statement or a Subsequent Shelf Registration which had ceased to remain effective or available for resales again becomes effective and available for resales (in the case of clause paragraph (b)(ib) above), (3) or upon the effectiveness of the time such Holder is permitted to sell its Registrable Securities pursuant to any Initial Shelf Registration Statement or Subsequent Shelf Registration and Prospectus in accordance with applicable law (in the case of clause paragraph (b)(iic) above), or (34) upon the effectiveness termination of the Shelf Registration Statement which had ceased Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3.4.2 to remain effective be exceeded (in the case of clause paragraph (c)aboved) above), Registration Default Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall immediately cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securities.
Appears in 3 contracts
Sources: Registration Rights Agreement (Galaxy Digital Inc.), Registration Rights Agreement (Galaxy Digital Holdings Ltd.), Registration Rights Agreement (Galaxy Digital Inc.)
Registration Defaults. The Issuers (a) If any of the following events shall occur, then the Issuer and the Initial Purchasers agree that Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(ai) if neither (x) the Registered Exchange Offer is not completed on or prior to within 270 days of the 360th day after Closing Date, nor (y) if required, the Issue Shelf Registration Statement is declared effective within 330 days of the Closing Date, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days immediately following each date, from and including such Additional Interest rate specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod 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
(bii) notwithstanding that the Issuers Issuer and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuer and the Guarantors are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th 330th day following the date such Shelf Closing Date, then Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days immediately following from and including such date, such Additional Interest rate specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod 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
(ciii) subject to the last sentence of Section 4(k)(ii) above, if applicable, 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 at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf effective, Registration Statement having been sold, then Additional Interest Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days commencing from and including such 31st day or 61st day, as applicable, following the date on the day which such Shelf Registration Statement ceases to be effective, such Additional Interest rate effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod thereafter; (each 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 event referred to in (a), (b) and (c), a “Registration Default”), Registrable Securities; provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that upon (1) upon the completion of the Registered Exchange Offer (in the case of clause paragraph (ai) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iiii) above), or ) and (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)aboveiii) above), Additional Interest Registration Default Damages shall cease to accrue.
(b) The Issuer and the Guarantors shall notify the Trustee within one Business Day after each and every date on the Securities as a result which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such clause (or the relevant subclause thereof), as the case may be, shall Registration Default Damages cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall Damages due pursuant to Section 8(a) will be payable in cash on the same original each interest payment dates as date specified by the SecuritiesIndenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue.
(c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared or to be kept effective, in each case to the extent required by this Agreement.
Appears in 3 contracts
Sources: Registration Rights Agreement (Ameristar Casinos Inc), Registration Rights Agreement (Ameristar Casinos Inc), Registration Rights Agreement (Ameristar Casinos Inc)
Registration Defaults. The Issuers and Each of the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes following events shall constitute a registration default (a “Additional InterestRegistration Default”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(ai) if the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (iwhich may be, if the Company is then a WKSI, an Automatic Shelf Registration Statement) such is not filed with the SEC, or if an existing Shelf Registration Statement is not filed with the Commission designated by the date required Company for the purpose of registering the resale by Section 3(b) hereof or the Holders of the Registrable Securities, by the 120th day following the Issue Date;
(ii) such if the Shelf Registration Statement is not declared effective by the Commission on SEC (or prior to has not become effective in the 60th case of an Automatic Shelf Registration Statement) by the 210th day following the Issue Date;
(iii) if a Holder supplies the Questionnaire after the Effective Date or the date such after which the Company first makes available an effective Shelf Registration Statement was filedfor use by selling security holders, thenand by the applicable deadline set forth in this Agreement the Company fails to supplement or amend the Shelf Registration Statement, commencing on or file a new Shelf Registration Statement or amend the day after either Prospectus, if permitted by applicable law, in order to add such required date, Additional Interest shall accrue on the principal amount of the Securities at Holder as a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orselling security holder;
(civ) if applicable, the Shelf Registration Statement has been declared or becomes effective and such Shelf Registration Statement but ceases to be effective at any time prior (without being succeeded immediately by an additional Shelf Registration Statement that is filed and immediately becomes effective) or usable for the resale by the Holders of the Registrable Securities, other than in connection with (x) a Suspension Period or (y) as a result of a requirement to the one year anniversary of its file a post-effective date prior amendment to all Securities covered by the Shelf Registration Statement having been soldor supplement or amendment to the Prospectus to make changes to the information regarding selling security holders or the plan of distribution provided for therein, at any time during the Effectiveness Period and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Suspension Period is then Additional Interest shall accrue on in effect, within ten Business Days following the principal amount expiration of such Suspension Period) by a post-effective amendment to the Securities at a rate of 0.25% 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 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c)Statement, a “Registration Default”), supplement or amendment to the Prospectus or a report filed pursuant to the Exchange Act; provided, however, that such ten Business Day period shall (x) not commence if as of the Additional Interest rate on the Securities shall not accrue under more than one Registration Default first Business Day of such period, or (y) be tolled if at any one time during such period, and at no time shall for so long as, a Holder has not delivered to the aggregate amount of Additional Interest accruing exceed Company a Questionnaire or any other information reasonably requested by the Company; or
(v) if the Company through its omission fails to name as a selling security holder any Holder that had complied timely with its obligations hereunder in the aggregate 1.0% per annum; provided, further, however, that a manner to entitle such Holder to be so named in (1x) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement at the time it first became effective or (in y) any Prospectus (including any amendment or supplement thereto) at the case later of clause (b)(i) above) time of filing thereof or upon the effectiveness of time the Shelf Registration Statement (in of which the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as Prospectus forms a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securitiespart becomes effective.
Appears in 2 contracts
Sources: Registration Rights Agreement (Sunstone Hotel Partnership, LLC), Registration Rights Agreement (Sunstone Hotel Partnership, LLC)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur (each, a “Registration Default”), then the Holders Company will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, pay additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):as follows:
(a) if the Registered Exchange Offer is Shelf Registration Statement has not completed been filed with the Commission and has not become effective on or prior to before the 360th one hundred and eightieth (180th) day after the Issue Closing Date, then then, commencing on the one hundred and eighty first (181st) day after such datethe Closing Date, Additional Interest shall will accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 days immediately following each datebeginning on, and including, such Additional Interest rate increasing by an additional 0.25one hundred and eighty first (181st) day and 0.50% per annum at the beginning of each subsequent 90-day period; orthereafter;
(b) if the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement has become effective but ceases to be effective or usable for the offer and sale of the Registrable Securities (other than in connection with (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof a Deferral Period; or (ii) such as a result filing a post-effective amendment solely to add additional selling securityholders) at any time during the Shelf Registration Statement Period and the Company does not cure the lapse of effectiveness or usability within ten (10) Business Days (or, if a Deferral Period is not declared then in effect, within ten (10) Business Days after the expiration of such Deferral Period) (or, in the case of filing a post-effective by amendment solely to add additional selling securityholders, within ten (10) Business Days after the Commission on or prior expiration of the ten (10) day period referred to in Section 2(d), subject to the 60th day following the date such Shelf Registration Statement was filedproviso therein), then, commencing on the day after either such required date, then Additional Interest shall will accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 ninety (90) days immediately beginning on, and including, the day following such date, such Additional Interest rate increasing by an additional 0.25tenth (10th) Business Day and 0.50% per annum at the beginning of each subsequent 90-day period; orthereafter;
(c) if applicablethe 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 has been declared effective and such Shelf Registration Statement ceases to be effective at the time it first became effective; or (ii) any Prospectus at the time prior to it is filed with the one year anniversary of its Commission (or, if later, the effective date prior to all Securities covered by of the Shelf Registration Statement having been soldStatement), then Additional Interest shall will accrue on the aggregate outstanding principal amount of the Securities Notes held by such Holder at a rate of 0.25% per annum for the first 90 ninety (90) days beginning on, and including, the day following the effective date of such Shelf Registration Statement or the filing of such Prospectus, as applicable, and 0.50% per annum thereafter; and
(d) 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(i), then, commencing on the day the aggregate duration of Deferral Periods in such Shelf Registration Statement ceases to be effectiveperiod exceeds the number of days permitted in respect of such period, such Additional Interest will accrue on the aggregate outstanding principal amount of the Notes at a rate increasing by an additional of 0.25% per annum at for the first ninety (90) days beginning of each subsequent 90-day period; (each on, and including, and including such event referred to in (a)date, (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00.50% per annumannum thereafter; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the and effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iia) above), (2) upon such time as the applicable Shelf Registration Statement becomes effective and usable for resales (in the case of paragraph (b) above), (3) upon such time as such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (c) above), (4) upon the termination of the applicable Deferral Period (in the case of paragraph (d) above), or (35) in any case, upon the effectiveness expiration of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above)Period, Additional Interest will cease to accrue on account of the Securities applicable Registration Default (it being understood that nothing in this sentence will prevent Additional Interest from accruing as a result of such clause (or any other Registration Default during the relevant subclause thereofShelf Registration Period), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall pursuant to this Section 7 will be payable in cash in the same manner and on the same original interest payment dates as the Securitiesstated interest payable on the Notes. If any Note ceases to be outstanding during any period for which Additional Interest is accruing, the Company will prorate the Additional Interest payable with respect to such Note. Additional Interest will not accrue on the Notes at a rate that exceeds 0.50% per annum in the aggregate and will not be payable under more than one clause above for any given period of time, except that if Additional Interest would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Additional Interest rate will be the higher rate of 0.50% per annum. Notwithstanding anything to the contrary in this Agreement, in no event will Additional Interest accrue on the shares of Common Stock issued upon conversion of the Notes. However, if there exists a Registration Default with respect to the Registrable Securities on the Maturity Date, then, in addition to any Additional Interest otherwise payable, the Company will make a cash payment to each Holder of any outstanding Note as of the Close of Business on the Business Day immediately before the Maturity Date in an amount equal to five percent (5%) of the principal amount of such Note. For purposes of the preceding sentence, Notes that have been converted with a Conversion Date that is on or after January 15, 2021, and on or before the second (2nd) Business Day immediately preceding the Maturity Date will be considered to be outstanding. Accordingly, and for the avoidance of doubt, if a Registration Default exists on the Maturity Date, the payment described in the preceding two sentences will be payable on all Notes outstanding as of the Close of Business on the Business Day immediately preceding the Maturity Date and on all Notes converted with a conversion date that is on or after January 15, 2021, and on or before the second (2nd) Business Day immediately preceding the Maturity Date.
Appears in 2 contracts
Sources: Registration Rights Agreement (Xtant Medical Holdings, Inc.), Registration Rights Agreement (Xtant Medical Holdings, Inc.)
Registration Defaults. The Issuers (a) If any of the following events shall occur, then the Issuer and the Initial Purchasers agree that Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(i) if (a) neither (x) the Registered Exchange Offer is not completed on or prior to completed, nor (y) if required, the 360th day after Shelf Registration Statement is declared effective, within, in each case, 210 days of the Issue Closing Date, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days immediately following each date, from and including such Additional Interest rate specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod 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
(bii) notwithstanding that the Issuers Issuer and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuer and the Guarantors are required by or requested pursuant to Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th 90th day following the date the filing of such Shelf Registration Statement was filedis required or requested pursuant to Section 3(a), then, commencing on the day after either such required date, Additional Interest then Registration Default Damages shall accrue on the principal amount Registrable Securities (but only with respect to Registrable Securities held by those Holders who have provided any required notice pursuant to clauses (iii) or (iv) of the Securities Section 3(a)) at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days immediately following from and including such date, such Additional Interest rate specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod 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
(ciii) subject to the last sentence of Section 4(k)(ii) above, if applicable, 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 at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf effective, Registration Statement having been sold, then Additional Interest Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days commencing from and including such 31st day or 61st day, as applicable, following the date on the day which such Shelf Registration Statement ceases to be effective, such Additional Interest rate effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod thereafter; (each 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 event referred to in (a), (b) and (c), a “Registration Default”), Registrable Securities; provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that upon (1) upon the completion of the Registered Exchange Offer (in the case of clause paragraph (ai) above), (2) upon the filing earlier of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iiii) above), ) or the second anniversary of the Closing Date and (3) upon the earlier of effectiveness of the Shelf Registration Statement which had ceased to remain effective or the second anniversary of the Closing Date (in the case of clause paragraph (c)aboveiii) above), Additional Interest Registration Default Damages shall cease to accrue.
(b) The Issuer and the Guarantors shall notify the Trustee within one Business Day after each and every date on the Securities as a result which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such clause (or the relevant subclause thereof), as the case may be, shall Registration Default Damages cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall Damages due pursuant to Section 8(a) will be payable in cash on the same original each interest payment dates as date specified by the SecuritiesIndenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue.
(c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Headwaters Inc), Registration Rights Agreement (Headwaters Inc)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur (each, a “Registration Default”), then the Holders will suffer damages Issuer (or, if the Issuers fail to fulfill their Registration Rights Agreement Party has assumed the Issuer’s obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain as issuer of the extent of such damages with precision. AccordinglyNotes, the Issuers agree to pay, jointly and severally, as Registration Rights Agreement Party) shall pay liquidated damages, additional interest on damages (the Notes (“Additional InterestRegistration Default Damages”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):applicable Holders as follows:
(a) if the Registered Exchange Offer Shelf Registration Statement (which shall be, if the Registration Rights Agreement Party is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) is not completed filed with the Commission and effective on or prior to the 360th 181st day after following the Issue DateDate (in the case of IAC) or the relevant date on which the successor Reference Entity guarantees, on a senior unsecured basis, the Issuer’s obligations (or, if the prior Reference Entity has become the issuer of the Notes, the prior Reference Entity’s obligations) under the Notes and the Indenture or assumes the Issuer’s obligations as the issuer of the Notes, as applicable (in the case of a successor Reference Entity), then commencing on the 182nd day after such datethe Issue Date (in the case of IAC) or the relevant date on which the successor Reference Entity guarantees, Additional Interest on a senior unsecured basis, the Issuer’s obligations (or, if the prior Reference Entity has become the issuer of the Notes, the prior Reference Entity’s obligations) under the Notes and the Indenture or assumes the Issuer’s obligations as the issuer of the Notes, as applicable (in the case of a successor Reference Entity), Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.25182nd day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) [Reserved];
(c) if the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement has been declared or becomes effective but ceases to be effective for the offer and sale of the Registrable Securities, other than (i) such Shelf Registration Statement is not filed in connection with the Commission by the date required by Section 3(b) hereof a Deferral Period or (ii) such 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 Statement Period and the Registration Rights Agreement Party does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Deferral Period is not declared effective by the Commission on or prior then in effect and subject to the 60th day ten Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten Business Days following the date expiration of such Shelf Deferral Period or period permitted pursuant to Section 2(e)), then Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 days immediately from and including the day following such date, such Additional Interest rate increasing by an additional 0.25tenth Business Day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(cd) if applicable, the Registration Rights Agreement Party 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 has been declared at the time it first became effective and such Shelf Registration Statement ceases to be effective or (ii) any Prospectus at any the later of time prior to of filing thereof or the one year anniversary of its effective date prior to all Securities covered by time the Shelf Registration Statement having been soldof which the Prospectus forms a part becomes effective, then Additional Interest Registration Default Damages shall accrue accrue, on the aggregate outstanding principal amount of the Securities Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(e) 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(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 Shelf period, Registration Statement ceases to be effective, such Additional Interest Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate increasing by an additional of 0.25% per annum at for the beginning of each subsequent 90-day period; (each first 90 days from and including such event referred to in (a)date, (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00.50% per annumannum thereafter; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(iSection 7(a) above), (2) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(iiSection 7(b) above), or (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective for resales (in the case of clause (c)aboveSection 7(c) above), Additional Interest (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of Section 7(d) above) or (5) upon the termination of the Deferral Period that caused the limit on the Securities as aggregate duration of Deferral Periods in a result period set forth in Section 3(i) to be exceeded (in the case of such clause (or the relevant subclause thereofSection 7(e) above), as the case may be, Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall Damages due pursuant to this Section 7 will be payable in cash on the same original next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If a Note ceases to be outstanding during any period for which Registration Default Damages are accruing (as a result of the Securitiesholder exercising its exchange or conversion rights or otherwise), the Issuer (or, if the Registration Rights Agreement Party has assumed the Issuer’s obligations as issuer of the Notes, the Registration Rights Agreement Party) will pay the liquidated damages with respect to such Note only for the period of time that such Note remained outstanding during which such Registration Default Damages were accruing. The Registration Default Damages rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Other than the obligation of the Issuer (or, if the Registration Rights Agreement Party has assumed the Issuer’s obligations as issuer of the Notes, the Registration Rights Agreement Party) to pay Registration Default Damages in accordance with this Section 7, neither the Registration Rights Agreement Party nor the Issuer will have any liability for damages with respect to a Registration Default. If a Registration Default occurs after a Holder has exchanged its Notes for, or exchanged its Notes into, Reference Common Stock, such Holder shall not be entitled to any compensation with respect to such Reference Common Stock.
Appears in 2 contracts
Sources: Registration Rights Agreement (Iac/Interactivecorp), Registration Rights Agreement (Iac/Interactivecorp)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that the Holders will suffer damages if following events (each such event, a “Registration Default”) shall occur, then the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, shall pay additional interest on (the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each Holders of which shall be given independent effect):the applicable series of Registrable Securities in respect of the Registrable Securities as follows:
(a) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to, in the case of any required Exchange Offer Registration Statement, the Exchange Offer Effectiveness Deadline (unless the applicable Registered Exchange Offer is not completed on permissible due to any change in law or prior to applicable interpretations thereof by the 360th day after Commission or its staff), and, in the Issue Datecase of any required Shelf Registration Statement, the Shelf Effectiveness Deadline, then commencing on the day after such dateExchange Offer Effectiveness Deadline or Shelf Effectiveness Deadline, as applicable, Additional Interest shall accrue on the principal amount series of the Registrable Securities to which such Registration Default applies at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing by specified date plus an additional 0.25% per annum at as of the beginning end of each subsequent 90-day periodperiod thereafter in each case until the Registration Statement, if required hereby, becomes effective or the Securities become freely tradable under the Securities Act, up to a maximum increase of 1.00% per annum; or
(b) the Issuers are if any Registered Exchange Offer required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement this Agreement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or completed prior to the 60th day following the date such Shelf Registration Statement was filedExchange Offer Completion Date, then, commencing on the day after either such required date, then Additional Interest shall accrue on the principal amount series of the Registrable Securities to which such Registration Default applies at a rate of 0.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by Exchange Offer Completion Date plus an additional 0.25% per annum at as of the beginning end of each subsequent 90-day periodperiod thereafter in each case until the Registered Exchange Offer required by this Agreement is completed or the Securities become freely tradable under the Securities Act, up to a maximum increase of 1.00% per annum; or
(c) if applicable, the Shelf any Registration Statement required by this Agreement has been declared effective and such Shelf Registration Statement but ceases to be effective at any time prior at which it is required to be effective under this Agreement without being succeeded within one Business Day by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective on the one year anniversary same Business Day of its effective date prior to all Securities covered by filing, then commencing on the Shelf day the Registration Statement having been soldceases to be effective, then Additional Interest shall accrue on the principal amount series of the Registrable Securities to which such Registration Default applies at a rate of 0.25% per annum for the first 90 days commencing on the day from and including such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by specified date plus an additional 0.25% per annum at as of the beginning end of each subsequent 90-day periodperiod thereafter in each case until the Registration Statement, if required hereby, becomes effective or the Securities become freely tradable under the Securities Act, up to a maximum increase of 1.00% per annum; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall may not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annumtime; provided, further, however, that (1) upon the completion the cure of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf all Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above)Defaults that have occurred, Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Furthermore, no incremental Additional Interest due as a result shall accrue during any Deferral Period in effect in accordance with the terms of a Registration Default shall be payable in cash on the same original interest payment dates as the Securitiesthis Agreement.
Appears in 2 contracts
Sources: Registration Rights Agreement (CBS Outdoor Americas Inc.), Registration Rights Agreement (CBS Outdoor Americas Inc.)
Registration Defaults. The Issuers and Company further agrees that, in the Initial Purchasers agree event that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is has not been filed with the Commission SEC by the date such filing is required by pursuant to Section 3(b) hereof or 9(a), (ii) such Shelf Registration Statement is has not been declared effective by the Commission on or prior to the 60th day following SEC by the date such Shelf filing is required pursuant to Section 9(a), or (iii) after the Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) if applicable, the Shelf Registration Statement has been is declared effective and such Shelf Registration Statement by the SEC, is suspended by the Company or ceases to be remain continuously effective at any time prior to the one year anniversary of its effective date prior as to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum Warrant Shares for the first 90 days commencing on the day such Shelf Registration Statement ceases which it is required to be effective, such Additional Interest rate increasing other than, in each case, within the time period(s) permitted by an additional 0.25% per annum at the beginning of each subsequent 90-day period; Section 9(f)(ii) (each such event referred to in clauses (ai), (bii) and (ciii), (a “Registration Default”)), for any thirty-day period (a “Penalty Period”) during which the Registration Default remains uncured (which initial thirty-day period shall commence on the fifth Business Day after the date of such Registration Default if such Registration Default has not been cured by such date), the Exercise Price then in effect shall be reduced by an amount equal to one percent (1%) of such Exercise Price for each Penalty Period during which the Registration Default remains uncured; provided, however, that if the Additional Interest rate on Holder fails to provide the Securities Company with any information that is required to be provided in the Registration Statement with respect to the Holder as set forth herein, then the commencement of the Penalty Period described above shall not accrue under more than one Registration Default at any one time and at no time shall be extended until five Business Days following the aggregate date of receipt by the Company of such required information; provided further, that the amount of Additional Interest accruing exceed reduction in Exercise Price for any partial Penalty Period shall be prorated for the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion number of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement actual days during such Penalty Period during which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall remains uncured. Notwithstanding the foregoing, the Company will not be payable required to cause any such reductions in cash on Exercise Price if, during such Penalty Period, the same original interest payment dates as Holder is able to sell all of its Warrant Shares pursuant to Rule 144 without complying with the Securitiesvolume, holding period or manner of sale requirements thereof.
Appears in 2 contracts
Sources: Warrant Agreement (RideNow Group, Inc.), Warrant Agreement (RumbleOn, Inc.)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events (each, a “Registration Default”) shall occur, then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) if a Shelf Registration Statement (which shall be, if the Registered Exchange Offer Company is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) or a prospectus supplement to an effective Shelf Registration Statement of the Company is not completed filed with the Commission on or prior to the 360th 90th day after following the Issue Closing Date, then commencing on the 91st day after such datethe Closing Date, Additional Interest Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.2591st day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) the Issuers are required by Section 3(a) hereof to file if a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 60th 180th day following the date such Shelf Registration Statement was filedClosing Date, then, then commencing on the 181st day after either such required datethe Closing Date, Additional Interest Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25181st day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the a Shelf Registration Statement has been declared or becomes effective and such Shelf Registration Statement but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a new Shelf Registration Statement, 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 prior to the one year anniversary of its effective date prior to all Securities covered by during the Shelf Registration Statement having been soldPeriod and the Company does not cure the lapse of effectiveness or usability within ten (10) Business Days (or, if a Deferral Period is then Additional Interest in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten (10) Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 days from and including the day following such 10th Business Day and 0.50% per annum thereafter; or
(d) if 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) a Shelf Registration Statement at the time it first became effective or (ii) any Prospectus, including a prospectus supplement for a “shelf takedown” pursuant thereto, at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(e) 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(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 Shelf period, Registration Statement ceases to be effective, such Additional Interest Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate increasing by an additional of 0.25% per annum at for the beginning of each subsequent 90-day period; (each first 90 days from and including such event referred to in (a)date, (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00.50% per annum; provided, further, however, that annum thereafter;
(1) upon the completion filing of the Registered Exchange Offer Shelf Registration Statement or prospectus supplement (in the case of clause paragraph (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iib) above), or (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause paragraph (c)abovec) above), Additional Interest (4) the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above) or (5) the termination of the Deferral Period that caused the limit on the Securities as aggregate duration of Deferral Periods in a result of such clause period set forth in Section 3(i) hereof to be exceeded (or the relevant subclause thereof), as in the case may be, shall cease of paragraph (e) above) and (B) the date the related Shelf Registration Statement is no longer required to accruebe kept effective pursuant to the terms of this Agreement. Any amounts of Additional Interest due as a result of a Registration Default shall Damages due pursuant to this Section 7 will be payable in cash on the same original next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Registration Default Damages are accruing, the Company will prorate the Registration Default Damages payable with respect to such Note. The Registration Default Damages rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Other than the Company’s obligation to pay Registration Default Damages in accordance with this Section 7, neither the Company nor the Operating Company will have any liability for damages with respect to a Registration Default. Notwithstanding any provision in this Agreement, in no event shall Registration Default Damages accrue to holders of shares of Common Stock issued upon exchange of Notes. In lieu thereof, the Exchange Rate (as defined in the SecuritiesIndenture) shall be increased by 3.00% for each $1,000 principal amount of Notes exchanged at a time when such Registration Default has occurred and is continuing; provided, however, that (i) the foregoing adjustment shall not be applied more than once to the same $1,000 principal amount of Notes and (ii) if a Registration Default occurs after a Holder has exchanged its Notes into shares of Common Stock, such Holder shall not be entitled to any compensation with respect to such shares of Common Stock. In no event shall Registration Default Damages, together with Additional Interest (as defined in the Indenture) relating to the Operating Company’s failure to comply with its obligations as set forth in Section 4.06(b) of the Indenture, accrue on the Notes at a per annum rate, in the aggregate, in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay such Registration Default Damages and Additional Interest.
Appears in 2 contracts
Sources: Registration Rights Agreement (Welltower OP LLC), Registration Rights Agreement (Welltower OP LLC)
Registration Defaults. The (a) If any of the following events shall occur, then the Issuers and shall pay liquidated damages (the Initial Purchasers agree that “Registration Default Damages”) to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(ai) if neither (x) the Registered Exchange Offer is not completed on or prior to the 360th day consummated within 360 days after the Issue Closing Date nor (y) if required, the Shelf Registration Statement is declared effective within 450 days of the Closing Date, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Transfer Restricted Securities at a rate of 0.25% per annum on the principal amount of such Transfer Restricted Securities for the first 90 days immediately following each date, from and including such Additional Interest rate specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod 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 Transfer Restricted Securities; or
(bii) subject to the Issuers are last sentence of Section 4(k)(i) above, if the Shelf Registration Statement required by Section 3(a) hereof of this Agreement has been declared effective but thereafter ceases to file a 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 and (i) is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf ceases to be effective, Registration Statement is not declared effective by the Commission on or prior to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest Default Damages shall accrue on the principal amount of the Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of such Transfer Restricted Securities for the first 90 days immediately from and including such 31st day or 61st day, as applicable, following the date on which such date, such Additional Interest rate Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod thereafter; or
(c) if applicable, provided that Registration Default Damages in the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary aggregate under this Section 8 may not exceed 1.0% per annum of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodTransfer Restricted Securities; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that upon (1) upon the completion of the Registered Exchange Offer (in the case of clause paragraph (ai) above), ) and (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)aboveii) above), Additional Interest Registration Default Damages shall cease to accrue.
(b) The Issuers shall notify the Trustee within one Business Day after each and every date on the Securities as a result which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such clause (or the relevant subclause thereof), as the case may be, shall Registration Default Damages cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall Damages due pursuant to paragraphs (i) or (ii) of this Section 8(a) will be payable in cash on the same original each interest payment dates as date specified by the SecuritiesIndenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue.
(c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 2 contracts
Sources: Registration Rights Agreement (CHC Helicopter S.A.), Registration Rights Agreement (CHC Helicopter S.A.)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Company shall pay increased dividends or interest, as the case may be, (the “Registration Default Dividends”) to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) if the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by on or prior to the date required by Section 3(b120th day following the Closing Date, then commencing on the 120th day after the Closing Date, Registration Default Dividends shall accrue on the Registrable Securities at a rate of .25% per annum for the first 90 days from and including such 121st day and .50% per annum thereafter; or
(b) hereof or (ii) such if the Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th 180th day following the date such Shelf Registration Statement was filedClosing Date, then, then commencing on the 181st day after either such required datethe Closing Date, Additional Interest Registration Default Dividends shall accrue on the principal amount of the Registrable Securities at a rate of 0.25.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25181st day and .50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the Shelf Registration Statement has been declared effective and such but ceases to be effective (other than pursuant to Section 3(i) hereof) at any time during the Shelf Registration Period, then commencing on the day the Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf effective, Registration Statement having been sold, then Additional Interest Default Dividends shall accrue on the principal amount of the Registrable Securities at a rate of 0.25.25% per annum for the first 90 days commencing from and including such date on which the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25effective and .50% per annum at thereafter; or
(d) if the beginning aggregate duration of each subsequent 90-day period; (each Deferral Periods in any period exceeds the number of days permitted in respect of such event referred period pursuant to in (a)Section 3(i) hereof, (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate then commencing on the Securities shall not accrue under more than one day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Dividends shall accrue on the Registrable Securities at any one time and at no time shall the aggregate amount a rate of Additional Interest accruing exceed in the aggregate 1.0.25% per annumannum for the first 90 days from and including such date and .50% per annum thereafter; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause paragraph (b)(ia) above), (2) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iib) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)abovec) above), Additional Interest or (4) upon the termination of the Deferral Period that caused the limit on the Securities as aggregate duration of Deferral Periods in a result period set forth in Section 3(i) to be exceeded (in the case of such clause paragraph (or the relevant subclause thereofd) above), as the case may be, Registration Default Dividends shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securities.
Appears in 2 contracts
Sources: Registration Rights Agreement (Terra Industries Inc), Registration Rights Agreement (Terra Industries Inc)
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and If (i) such Shelf the Common Share Resale Registration Statement is has not been filed with the Commission by the date required by Section 3(b) hereof and become effective or (ii) such Shelf Registration Statement is not been declared effective by the Commission on or prior to the 60th day following the date that such Shelf Registration Statement was filed, then, commencing is required to become or be declared effective pursuant to Section 2.01 of this Agreement (if the Company files the Common Share Resale Registration Statement without affording the Holders the opportunity to review and comment on the day after either such same as required date, Additional Interest shall accrue on the principal amount by Section 2.07(c) of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) if applicablethis Agreement, the Shelf Company shall be deemed to have not satisfied this clause (i)), (ii) the Common Share Resale Registration Statement has been required by Section 2.01 of this Agreement is filed and declared effective and such Shelf Registration Statement but thereafter ceases to be effective at any or usable in connection with resales of Registrable Shares during the time prior to periods specified in this Agreement, (iii) the one year anniversary of its effective date prior to all Securities covered by the Shelf Common Share Resale Registration Statement having been sold, then Additional Interest shall accrue on the principal amount when declared effective fails to register all of the Securities at a rate Registrable Shares, or (iv) the Company requires Holders to refrain from disposing of 0.25% per annum for their Registrable Shares under the first 90 circumstances described in Section 2.04 of this Agreement and that suspension period exceeds sixty (60) days commencing on in one instance or sixty (60) days in the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90aggregate during any consecutive 12-day period; month period (each such event referred to in clauses (a), i) through (b) and (civ), a “Common Share Registration Default” and for purposes of clauses (i), (ii) and (iii), the date on which such Event occurs, and for purpose of clause (iv) the date on which such sixty (60) day period is exceeded being referred to as “Registration Default Date”), providedthen, howeverin addition to any other rights the Holders may have under this Agreement or under applicable law, that on each such Registration Default Date and on each monthly anniversary of each such Registration Default Date (if the Additional Interest rate on the Securities applicable Registration Default shall not accrue under more than one have been cured by such date) until the applicable Registration Default at any one time is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities not as a result penalty, equal to the product of one percent (1.00%) multiplied by such clause Holder’s Warrant Amount. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.02 in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of eighteen percent (18%) per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the relevant subclause thereof)Holder, as accruing daily from the case may bedate such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to this Section 2.02 shall cease apply on a daily pro rata basis for any portion of a month prior to accrue. Any amounts of Additional Interest due as a result the cure of a Registration Default Default. The partial liquidated damages pursuant to this Section 2.02 shall be payable in cash on constitute the same original interest payment dates as Holders’ exclusive monetary remedy for such events, but shall not affect the Securitiesright of the Holders to seek injunctive relief.
Appears in 2 contracts
Sources: Registration Rights Agreement (Atlas Corp.), Registration Rights Agreement (Seaspan CORP)
Registration Defaults. The (a) If any of the following events shall occur, then the Issuers and shall pay liquidated damages (the Initial Purchasers agree that “Liquidated Damages”) to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(i) if (a) neither (x) the Registered Exchange Offer is not completed on or prior to completed, nor (y) if required, the 360th day after Shelf Registration Statement is declared effective, within, in each case, 300 days of the Issue Closing Date, then commencing on the day after such date, Additional Interest Liquidated Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days immediately following each date, from and including such Additional Interest rate specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod thereafter; provided that Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(bii) notwithstanding that the Issuers are have consummated or will consummate a Registered Exchange Offer, if the Issuer is required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th 300th day following the date the filing of such Shelf Registration Statement was filedis required or requested pursuant to Section 3(a), then, commencing on the day after either such required date, Additional Interest then Liquidated Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days immediately following from and including such date, such Additional Interest rate specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod thereafter; provided that Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(ciii) subject to the last sentence of Section 4(k)(ii) above, if applicable, 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 at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been soldeffective, then Additional Interest Liquidated Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days commencing from and including such 31st day or 61st day, as applicable, following the date on the day which such Shelf Registration Statement ceases to be effective, such Additional Interest rate effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod thereafter; (each provided that Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such event referred to in (a), (b) and (c), a “Registration Default”), Registrable Securities; provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that upon (1) upon the completion of the Registered Exchange Offer (in the case of clause paragraph (ai) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iiii) above), or ) and (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)aboveiii) above), Additional Interest Liquidated Damages shall cease to accrue.
(b) The Company Issuers shall notify the Trustee in writing within one Business Day after each and every date on the Securities as a result which an event occurs in respect of which Liquidated Damages are required to be paid and within one Business Day after such clause (or the relevant subclause thereof), as the case may be, shall Liquidated Damages cease to accrue. Any amounts of Additional Interest Liquidated Damages due as a result pursuant to paragraphs (i), (ii) or (iii) of a Registration Default shall this Section 8(a) will be payable in cash on the same original each interest payment dates as date specified by the SecuritiesIndenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Liquidated Damages commences to accrue.
(c) The parties hereto agree that the liquidated damages in the form of Liquidated Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Graham Packaging Acquisition Corp.), Registration Rights Agreement (Graham Packaging Acquisition Corp.)
Registration Defaults. The Issuers and (a) If any of the Initial Purchasers agree that following events shall occur, then the Company shall pay liquidated damages (the "Registration Default Damages") to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(i) if (a) neither (x) the Registered Exchange Offer is not completed on or prior to within 300 days of the 360th day after the Issue Closing Date, nor (y) if required, the Shelf Registration Statement is declared effective within 270 days of the date the filing obligation arises with respect to such Shelf Registration Statement, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days immediately following each date, from and including such Additional Interest rate specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod 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
(bii) subject to the Issuers are last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) hereof of this Agreement has been declared effective but thereafter ceases to file a 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 and (i) is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf ceases to be effective, Registration Statement is not declared effective by the Commission on or prior to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days immediately from and including such 31st day or 61st day, as applicable, following the date on which such date, such Additional Interest rate Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod thereafter; or
(c) if applicable, provided that Registration Default Damages in the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary aggregate under this Section 8 may not exceed 1.0% per annum of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodRegistrable Securities; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that upon (1) upon the completion of the Registered Exchange Offer (in the case of clause paragraph (ai) above), ) and (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)aboveii) above), Additional Interest Registration Default Damages shall cease to accrue.
(b) The Issuers shall notify the Trustee within one Business Day after each and every date on the Securities as a result which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such clause (or the relevant subclause thereof), as the case may be, shall Registration Default Damages cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall Damages due pursuant to paragraphs (i) or (ii) of this Section 8(a) will be payable in cash on the same original each interest payment dates as date specified by the SecuritiesIndenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue.
(c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Dresser-Rand Group Inc.), Registration Rights Agreement (Dresser-Rand Group Inc.)
Registration Defaults. The Issuers and Company further agrees that, in the Initial Purchasers agree event that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is has not been filed with the Commission by SEC within 90 days after the date required by Section 3(b) hereof First Tranche Closing Date, in the case of Registrable Securities that would included on the First Registration Statement if such filing had been made during such period, or within 90 days after the Final Registration Date, in the case of all other Registrable Securities, (ii) such Shelf Registration Statement is has not been declared effective by the Commission SEC within 180 days after the First Tranche Closing Date, in the case of Registrable Securities included on the First Registration Statement, or prior to within 90 days after the 60th day following Final Registration Date, in the date case of all other Registrable Securities, (iii) after such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) if applicable, the Shelf Registration Statement has been is declared effective and such Shelf Registration Statement by the SEC, is suspended by the Company or ceases to be remain continuously effective at any time prior to the one year anniversary of its effective date prior as to all Registrable Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases which it is required to be effective, such Additional Interest rate increasing other than, in each case, within the time period(s) permitted by an additional 0.25% per annum at the beginning of each subsequent 90-day period; Section 6.6(b) (each such event referred to in clauses (ai), (bii) and (ciii), (a “Registration Default”)), for any thirty-day period (a “Penalty Period”) during which the Registration Default remains uncured (which initial thirty-day period shall commence on the fifth Business Day after the date of such Registration Default if such Registration Default has not been cured by such date), the Company shall pay to each Purchaser an amount equal to one percent (1%) of the aggregate Purchase Price for such Purchaser’s Registrable Securities to be included in such Registration Statement for each Penalty Period during which the Registration Default remains uncured; provided, however, that if a Purchaser fails to provide the Additional Interest rate on Company with any information that is required to be provided in a Registration Statement with respect to such Purchaser as set forth herein, then the Securities commencement of the Penalty Period described above shall not accrue under more than one Registration Default at any one time and at no time shall be extended until five Business Days following the aggregate amount date of Additional Interest accruing exceed in receipt by the aggregate 1.0% per annumCompany of such required information; provided, provided further, however, that (1) upon the completion amount payable to any Purchaser hereunder for any partial Penalty Period shall be prorated for the number of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement actual days during such Penalty Period during which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default remains uncured; and provided further, that in no event shall the Company be payable required to pay to any Purchaser pursuant to this Section 6.3 an aggregate amount that exceeds 10% of the aggregate Purchase Price paid for such Purchaser’s Shares. The Company shall deliver said cash payment to each Purchaser by the fifth Business Day after the end of such Penalty Period. If the Company fails to pay said cash payment to any Purchaser in cash on full by the same original fifth Business Day after the end of such Penalty Period, the Company will pay interest payment dates as thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to such Purchaser, accruing daily from the Securitiesdate such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Memory Pharmaceuticals Corp), Stock Purchase Agreement (Memory Pharmaceuticals Corp)
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) In the Registered event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Registration Trigger Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 3(a) and such Shelf Registration Statement (x) does not become effective on or prior to the 360th 90th day after following (A) the Issue Datedate of such determination, then commencing on in the day after case of a Shelf Registration Statement required pursuant to Section 3(a)(i), (B) such date, Additional Interest shall accrue in the case of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iii), or (D) the Registration Trigger Date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iv) or Section 3(a)(v) , or (y) becomes effective but ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Shelf Registration Period, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, the interest rate on the principal amount of the Securities at a rate of will be increased by 0.25% per annum for the first 90 days 90-day period immediately following each date, such Additional Interest rate increasing by Registration Default and (ii) an additional 0.25% per annum at the beginning of with respect to each subsequent 90-day period; or, up to a maximum of 1.00% per annum, in each case until the earlier of the date such Registration Default is cured or the Securities become Freely Tradable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement.
(b) The Company shall notify the Issuers are Trustee within five business days after each and every date on which an event occurs in respect of which Additional Interest is required by Section 3(a) hereof to file a Shelf Registration Statement and be paid (i) such Shelf Registration Statement is not filed with the Commission by the an “Event Date”). Any Additional Interest due shall be payable on each interest payment date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th Holder of Notes with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securitiesapplicable Event Date.
Appears in 2 contracts
Sources: Registration Rights Agreement (Harrahs Entertainment Inc), Registration Rights Agreement (Harrahs Entertainment Inc)
Registration Defaults. The Issuers and Company further agrees that, in the Initial Purchasers agree event that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is has not been filed with the Commission by the date required by Section 3(b) hereof or SEC within 45 days after the Closing Date, (ii) such Shelf Registration Statement is has not been declared effective by the Commission on or prior to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first SEC within 90 days immediately following such dateafter the Closing Date, such Additional Interest rate increasing by an additional 0.25% per annum at if the beginning of each subsequent 90-day period; or
SEC determines not to review the Registration Statement, (ciii) if applicable, the Shelf Registration Statement has not been declared effective and such Shelf by the SEC within 135 days after the Closing Date, if the SEC determines to review the Registration Statement, or (iv) after the Registration Statement is declared effective by the SEC, is suspended by the Company or ceases to be remain continuously effective at any time prior to the one year anniversary of its effective date prior as to all Registrable Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases which it is required to be effective, such Additional Interest rate increasing other than, in each case, within the time period(s) permitted by an additional 0.25% per annum at the beginning of each subsequent 90-day period; Section 6.8(b) (each such event referred to in clauses (ai), (bii) and (ciii), (a “Registration Default”)), for any thirty-day period (a “Penalty Period”) during which the Registration Default remains uncured (which initial thirty-day period shall commence on the fifth Business Day after the date of such Registration Default if such Registration Default has not been cured by such date), the Company shall pay in cash to each Purchaser 1% per month of such Purchaser’s aggregate Purchase Price for such Purchaser’s Shares for each Penalty Period during which the Registration Default remains uncured; provided, however, that if a Purchaser fails to provide the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at Company with any one time and at no time shall the aggregate amount of Additional Interest accruing exceed information that is required to be provided in the aggregate 1.0% per annumRegistration Statement with respect to such Purchaser as set forth herein, then the commencement of the Penalty Period described above shall be extended until two Business Days following the date of receipt by the Company of such required information; provided, provided further, however, that (1) upon the completion amount payable to any Holder hereunder for any partial Penalty Period shall be prorated for the number of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement actual days during such Penalty Period during which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default remains uncured; and provided further, that in no event shall the Company be payable in cash on required to pay to any Purchaser pursuant to this Section 6.3 an aggregate amount that exceeds 10% of the same original interest payment dates as the Securitiesaggregate Purchase Price paid by such Purchaser for such Purchaser’s Shares.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Acorda Therapeutics Inc), Securities Purchase Agreement (Acorda Therapeutics Inc)
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having have been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securities.
Appears in 2 contracts
Sources: Registration Rights Agreement (Crown Holdings Inc), Registration Rights Agreement (Crown Holdings Inc)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, Company shall pay additional interest on (the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):Holders as follows:
(a) if the Registered Exchange Offer Shelf Registration Statement is not completed filed with the Commission on or prior to the 360th 120th day after following the Issue Closing Date, then commencing on the 121st day after such datethe Closing Date, Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.25121st day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) if the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 60th 180th day following the date such Shelf Registration Statement was filedClosing Date, then, then commencing on the 181st day after either such required datethe Closing Date, Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25181st day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the Shelf Registration Statement has been declared or become effective but ceases to be effective or usable for the offer and sale of the Registrable Securities (without being succeeded immediately by an effective replacement shelf registration statement), or the Shelf Registration Statement or Prospectus contained therein ceases to be usable in connection with the resales of Registrable Securities for a period of time which exceeds 120 days in the aggregate in any consecutive 12-month period because either (i) any event occurs as a result of which the Prospectus forming part of such Shelf Registration Statement ceases would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (ii) it shall be effective at any time prior necessary to the one year anniversary of its effective date prior to all Securities covered by the amend such Shelf Registration Statement having been soldor supplement the related Prospectus to comply with the Act or Exchange Act or the respective rules thereunder, or (iii) the occurrence or existence of any pending corporate development or other material event with respect to us or a public filing with the Commission that, in the Company’s reasonable discretion, makes it appropriate to suspend the availability of a Shelf Registration Statement and the related prospectus, then Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 days commencing on from and including the day following such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.2591st day and 0.50% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annumthereafter; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause paragraph (b)(ia) above), (2) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iib) above), or (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause paragraph (c)abovec) above), the Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall pursuant to this Section 7 will be payable in cash on the same next succeeding interest payment date to Holders entitled to receive such Additional Interest on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Additional Interest is accruing, the Company will prorate the Additional Interest payable with respect to such Note. Upon the cure of all Registration Defaults then continuing, the accrual of Additional Interest will automatically cease and the interest rate borne by the Notes will revert to the original interest payment dates as rate at such time. If Additional Interest would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the Securitiesother, then the Additional Interest rate shall be the higher rate of 0.50% per annum. Other than the Company’s obligation to pay Additional Interest in accordance with this Section 7, the Company will not have any liability for damages with respect to a Registration Default. Notwithstanding any provision in this Agreement, in no event shall Additional Interest accrue to holders of Common Stock issued upon conversion of the Notes.
Appears in 2 contracts
Sources: Registration Rights Agreement (Linear Technology Corp /Ca/), Registration Rights Agreement (Linear Technology Corp /Ca/)
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) If any of the Registered Exchange Offer is not completed on or prior following events (“Registration Defaults”) shall occur, then the Company shall pay liquidated damages (“Registration Default Damages”) to the 360th day after the Issue Date, then commencing on the day after Holders of Registrable Securities in respect of such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orRegistrable Securities:
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf any Registration Statement required by this Agreement is not filed with the Commission by on or prior to the date required by Section 3(b) hereof or specified for such filing in this Agreement;
(ii) such Shelf any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 60th day following date specified for such effectiveness under this Agreement;
(iii) any Registration Statement required by this Agreement has been declared effective but ceases to be effective or usable at any time at which it is required to be effective under this Agreement, except as permitted by Section 4(k); or
(iv) the Registered Exchange Offer is not consummated within 180 days of the date such Shelf hereof.
(b) Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for during the first 90 days 75-day period immediately following the occurrence of such date, such Additional Interest rate increasing specified date and will increase by an additional 0.25% per annum at the beginning end of each subsequent 9075-day period; or
(c) if applicable, the Shelf Registration Statement has been declared effective and but in no event shall such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25exceed 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 0.25% per annum at the beginning of each subsequent 90-day periodannum; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities Company shall not accrue under be required to pay Registration Default Damages for more than one Registration Default at a time. Registration Default Damages will accrue from and include the date on which any one time such Registration Default shall occur and at no time shall to, but excluding, the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that date on which (1) upon the completion of the Registered Exchange Offer (in the case of clause (ai) above), the Registration Statement is filed, (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(iii) above) or upon , the effectiveness of the Shelf Registration Statement is declared effective, (3) in the case of clause (b)(iiiii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective or usable is declared effective or usable and (4) in the case of clause (c)above)iv) above, Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrueRegistered Exchange Offer is consummated. Any amounts of Additional Interest due as a result of a Registration Default Damages shall be payable accrue in cash addition to the stated interest on the same original interest payment dates as the such Registrable Securities.
Appears in 2 contracts
Sources: Registration Rights Agreement (Lazard Group LLC), Registration Rights Agreement (Lazard Group LLC)
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) If the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf has not been filed within 30 calendar days after receipt of the Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or Request, (ii) such Shelf Registration Statement is has not been declared effective by the Commission on or prior SEC within 90 calendar days after the Filing Date, if the SEC determines not to the 60th day following the date review such Shelf Registration Statement was filedStatement, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ciii) if applicable, the Shelf Registration Statement has not been declared effective and by the SEC within 120 calendar days after the Filing Date, if the SEC determines to review such Shelf Registration Statement, or (iv) after such Registration Statement is declared effective by the SEC, is suspended by the Company or ceases to be remain continuously effective at any time prior to the one year anniversary of its effective date prior as to all Registrable Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases which it is required to be effective, such Additional Interest rate increasing other than for the time periods permitted by an additional 0.25% per annum at the beginning last sentence of each subsequent 90-day period; Section 5.4(c) (each such event referred to in clauses (ai), (bii), (iii) and (civ), a “Registration Default “), for any 30-day period or portion thereof (a “Penalty Period “) during which the Registration Default remains uncured (which initial 30-day period shall commence on the date of such Registration Default), the Company shall promptly pay, in cash, to Pfizer 1% of Pfizer’s aggregate purchase price for Pfizer’s Registrable Securities purchased pursuant to this Agreement for each Penalty Period during which the Registration Default remains uncured (a “Registration Penalty”), ; provided, however, that if Pfizer fails to provide the Additional Interest rate on Company with any information that is required to be provided in the Securities Registration Statement with respect to Pfizer, then the commencement of the Penalty Period described above shall not accrue under be extended until two business days following the date of receipt by the Company of such required information from Pfizer; provided further, that the amount payable to Pfizer hereunder for any partial Penalty Period shall be prorated for the number of actual days during such Penalty Period during which a Registration Default remains uncured; and provided further that in no event shall the Company be required to pay to Pfizer pursuant to this Section 5.3(a) an aggregate amount that exceeds 10% of the aggregate purchase price paid by Pfizer for the Shares. Notwithstanding anything to the contrary contained in this Section 5.3(a), in no event shall the Company be liable to Pfizer for more than one Registration Default at Penalty with respect to the same Registrable Securities during any 30-day period, even if more than one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased event giving rise to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default Penalty occurs during such 30-day period. The payments provided for in this Section 5.3(a) shall be payable in cash on constitute Pfizer’s exclusive monetary remedy for any Registration Default, but shall not affect the same original interest payment dates as the Securitiesright of Pfizer to seek injunctive relief.
Appears in 2 contracts
Sources: Collaborative Research & License Agreement (Icagen Inc), Purchase Agreement (Icagen Inc)
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and If (i) such Shelf the Exchange Registration Statement is has not been filed with the Commission by the date required by Section 3(b) hereof and become effective or (ii) such Shelf Registration Statement is not been declared effective by the Commission on or prior to the 60th day following the date that such Shelf Registration Statement was filed, then, commencing is required to become or be declared effective pursuant to Section 2.1 of this Agreement (if the Company files the Exchange Registration Statement without affording the Holders the opportunity to review and comment on the day after either such same as required dateby Section 2.9(c) of this Agreement, Additional Interest the Company shall accrue on the principal amount be deemed to have not satisfied this clause (i)) (other than as a result of the filing by the Company and the Guarantors of the Debt Securities at Resale Registration Statement in accordance with Section 2.2 of this Agreement), (ii) the Exchange Offer has not been completed within forty-five (45) days after the initial effective date of the Exchange Registration Statement (other than as a rate result of 0.25% per annum for the first 90 days immediately following such datefiling by the Company and the Guarantors of the Debt Securities Resale Registration Statement in accordance with Section 2.2 of this Agreement), such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ciii) if applicable, the Shelf a Debt Securities Resale Registration Statement has not been filed and become effective or been declared effective and by the Commission on or prior to the date that such Shelf registration statement is required to be filed or become or be declared effective pursuant to Section 2.2 of this Agreement (if the Company files a Debt Securities Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.9(c) of this Agreement, the Company shall be deemed to have not satisfied this clause (iii)), (iv) a Debt Securities Resale Registration Statement required by Section 2.2 of this Agreement is filed and declared effective but thereafter ceases to be effective at any or usable in connection with resales of Registrable Debt Securities during the time prior to the one year anniversary of its effective date prior to all periods specified in this Agreement, (v) a Debt Securities covered by the Shelf Resale Registration Statement having been sold, then Additional Interest shall accrue on the principal amount when declared effective fails to register all of the Registrable Debt Securities, or (vi) the Company and the Guarantors require Holders to refrain from disposing of their Registrable Debt Securities at a rate under the circumstances described in Section 2.6 of 0.25% per annum for this Agreement and that suspension period exceeds sixty (60) days in one instance or sixty (60) days in the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90aggregate during any consecutive 12-day period; month period (each such event referred to in clauses (a), i) through (b) and (cix), a “Debt Securities Registration Default”), providedthen, howeverin addition to any other rights the Holders may have under this Agreement or under applicable law, the Company and each of the Guarantors hereby agree that the interest rate borne by the Registrable Debt Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Debt Securities Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period (such increase, “Additional Interest”), but in no event shall Additional Interest rate on exceed 2.00% per annum. Following the cure of all Debt Securities shall not accrue under more than one Registration Default at any one time and at no time shall Defaults, the aggregate amount accrual of Additional Interest accruing exceed will cease. The Company and the Guarantors shall pay all Additional Interest, if any, in the manner and on the dates specified in the Indenture. The Additional Interest pursuant to this Section 2.4(a) shall constitute the Holders’ exclusive monetary remedy for a Debt Securities Registration Default, but shall not affect the right of the Holders to seek injunctive relief.
(b) If (i) the Common Share Resale Registration Statement has not been filed and become effective or been declared effective by the Commission on or prior to the date that such Registration Statement is required to become or be declared effective pursuant to Section 2.3 of this Agreement (if the Company files the Common Share Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.9(c) of this Agreement, the Company shall be deemed to have not satisfied this clause (i)), (ii) the Common Share Resale Registration Statement required by Section 2.3 of this Agreement is filed and declared effective but thereafter ceases to be effective or usable in connection with resales of Registrable Shares during the time periods specified in this Agreement, (iii) the Common Share Resale Registration Statement when declared effective fails to register all of the Registrable Shares, or (iv) the Company requires Holders to refrain from disposing of their Registrable Shares under the circumstances described in Section 2.6 of this Agreement and that suspension period exceeds sixty (60) days in one instance or sixty (60) days in the aggregate 1.0% per annum; providedduring any consecutive 12-month period (each such event referred to in clauses (i) through (iv), furthera “Common Share Registration Default” and for purposes of clauses (i), however(ii) and (iii), that (1) upon the completion of the Registered Exchange Offer (in the case date on which such Event occurs, and for purpose of clause (aiv) abovethe date on which such sixty (60) day period is exceeded being referred to as “Registration Default Date”), then, in addition to any other rights the Holders may have under this Agreement or under applicable law, on each such Registration Default Date and on each monthly anniversary of each such Registration Default Date (2if the applicable Registration Default shall not have been cured by such date) upon until the filing of applicable Registration Default is cured, the Shelf Registration Statement (Company shall pay to each Holder an amount in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above)cash, or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as partial liquidated damages and not as a result penalty, equal to the product of one percent (1.00%) multiplied by such clause Holder’s Warrant Amount. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.4(b) in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of eighteen percent (18%) per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the relevant subclause thereof)Holder, as accruing daily from the case may bedate such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to this Section 2.4(b) shall cease apply on a daily pro rata basis for any portion of a month prior to accrue. Any amounts of Additional Interest due as a result the cure of a Registration Default Default. The partial liquidated damages pursuant to this Section 2.4(b) shall be payable in cash on constitute the same original interest payment dates as Holders’ exclusive monetary remedy for such events, but shall not affect the Securitiesright of the Holders to seek injunctive relief.
Appears in 2 contracts
Sources: Registration Rights Agreement (Seaspan CORP), Registration Rights Agreement (Seaspan CORP)
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):If:
(a) the Registered Exchange Offer Offer, if required by this Agreement, is not completed consummated on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; Target Registration Date; or
(b) the Issuers are Shelf Registration Statement, if required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is this Agreement, has not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not been declared effective by the Commission or has not otherwise become effective on or prior to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the 90th day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; Target Registration Date; or
(c) if applicable, the Shelf Registration Statement Statement, if required by this Agreement, has been filed and is declared or otherwise becomes effective and such Shelf Registration Statement but ceases to be effective at or usable for a period of time that exceeds 120 days in the aggregate in any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases twelve-month period in which it is required to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; effective hereunder (each such event referred to in the preceding clauses (a), (b) and (c), a “Registration Default”), the interest rate borne by the Registrable Securities affected thereby shall be increased (“Additional Interest”) immediately upon occurrence of a Registration Default by one-quarter of one percent (0.25%) per annum with respect to the first 90-day period while one or more Registration Defaults is continuing and will increase to a maximum of one-half of one percent (0.50%) per annum Additional Interest thereafter while one or more Registration Defaults is continuing until all Registration Defaults have been cured; provided that Additional Interest shall accrue only for those days that a Registration Default occurs and is continuing, including the date on which any Registration Default shall occur but not including the date on which all Registration Defaults have been cured. Such Additional Interest shall be calculated based on a year consisting of 360 days comprised of twelve 30-day months. Following the cure of all Registration Defaults the accrual of Additional Interest on the affected Registrable Securities will cease, the interest rate will revert to the original rate on such Registrable Securities and, upon any subsequent Registration Default following any such cure of all Registration Defaults, Additional Interest will begin accruing again at one-quarter of one percent (0.25%) per annum and will increase to a maximum of one-half of one percent (0.50%) per annum as provided above until all Registration Defaults have been cured. Additional Interest shall not be payable with respect to Registration Defaults for any period during which a Shelf Registration Statement is effective and usable by the Holders. Any Additional Interest shall constitute liquidated damages and shall be the exclusive remedy, monetary or otherwise, available to any Holder of Registrable Securities with respect to any Registration Default or any other default with respect to the filing or effectiveness of a Registration Statement under Section 2 or Section 3 hereof. The Company shall notify the Trustee within five business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the Holder of Registrable Securities affected thereby entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date. Notwithstanding anything else contained herein, no Additional Interest shall be payable in relation to the applicable Shelf Registration Statement or the related Prospectus if (i) such Additional Interest is payable solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited or, if required by the rules and regulations under the Act, quarterly unaudited financial information with respect to the Company or the Guarantors where such post-effective amendment is not yet effective and needs to be declared or otherwise become effective to permit Holders to use the related Prospectus or (y) the Company notifies the Holder to suspend use (on one or more occasions) of the Shelf Registration Statement and the related Prospectus for a period not to exceed an aggregate of 120 days in any twelve-month period pursuant to Section 4(k)(ii); provided, however, that in no event shall the Company or the Guarantors be required to disclose the business purpose for such suspension. Notwithstanding the foregoing, the Company shall not be required to pay Additional Interest rate on with respect to any Registrable Securities to any Holder if the Securities failure arises from the Company’s and the Guarantor’s failure to file, or cause to become effective, a Shelf Registration Statement within the time periods specified in this Section 2 by reason of the failure of such Holder to provide such information as (i) the Company or the Guarantors may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any Prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) FINRA or the Commission may request in connection with such Shelf Registration Statement or (iii) is required to comply with the agreements of such Holder as contained herein to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared or otherwise become effective, including, without limitation, a signed notice and questionnaire as distributed by the Company consenting to such H▇▇▇▇▇’s inclusion in the Prospectus as a selling security holder, evidencing such Holder’s agreement to be bound by the applicable provisions of this Agreement and providing such further information to the Company as the Company or the Guarantors may reasonably request. Notwithstanding the foregoing or anything else contained herein, the amount of Additional Interest payable shall not accrue under increase because more than one Registration Default at any one time has occurred and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securitiesis pending.
Appears in 2 contracts
Sources: Registration Rights Agreement (Amcor PLC), Registration Rights Agreement (Amcor PLC)
Registration Defaults. The Issuers and (A) Notwithstanding any other provision of this Agreement, the Initial Purchasers agree Company shall not be required to make any filing, amendment or supplement or cause, maintain or pursue any registration or effectiveness, or co-operate in furtherance thereof, if it determines in good faith that such action would be injurious or detrimental to its interests or business; provided that such determination shall not affect the rights of Holders of Securities pursuant to Section 8(B) hereof.
(B) If any of the following events shall occur (a “Registration Default”), then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) the Registered Exchange Offer if any Registration Statement required by this Agreement is not completed filed with the Commission on or prior to the 360th day after the Issue Datedate specified for such filing in this Agreement, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.25specified date and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) the Issuers are if any Registration Statement required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement this Agreement is not declared effective by the Commission on or prior to the 60th day following the date by which reasonable efforts are to be used to cause such Shelf Registration Statement was filedeffectiveness under this Agreement, then, then commencing on the day after either such required specified date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25specified date and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the Shelf any Registration Statement required by this Agreement has been declared effective and such Shelf Registration Statement but ceases to be effective at any time prior at which it is required to be effective under this Agreement, then commencing on the one year anniversary of its effective date prior to all Securities covered by day the Shelf Registration Statement having been soldceases to be effective, then Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days commencing from and including such date on which the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25effective and 0.50% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annumthereafter; provided, further, however, that (1) upon the completion filing of the Registered Exchange Offer Registration Statement (in the case of clause paragraph (a) above), (2) upon the filing effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(iib) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)abovec) above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, Registration Default Damages shall cease to accrue. Any amounts Notwithstanding any other provision of Additional Interest due as a result of a this Agreement, Registration Default Damages shall be payable the exclusive monetary remedy for failure to register the exchange or resale of Securities or to maintain effectiveness thereof or for any Registration Default, provided that if liquidated damages are deemed unenforceable, the Holders shall be entitled to monetary damages in cash on an equivalent amount. In no event shall the same original interest payment dates as the SecuritiesCompany be required to pay Registration Default Damages in excess of 0.50% per annum, whether or not multiple Registration Defaults exist.
Appears in 1 contract
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Senior Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):if:
(a) the Registered Exchange Offer is not completed on or prior to the 360th 367th day after the Issue Closing Date, then commencing the Issuers have not exchanged New Securities for all Securities tendered in accordance with the terms of a Registered Exchange Offer;
(b) on or prior to the 367th day after the Closing Date, a Shelf Registration Statement has not been declared effective, if applicable; or
(c) 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 (each such dateevent referred to in clauses (a) through (c) a “Registration Default”), then, except during any suspension of the availability of the Shelf Registration and any related Prospectus pursuant to Section 5(k)(ii), Additional Interest shall will accrue on the principal amount of the applicable series of Securities (in addition to the stated interest on the applicable set of Securities) at a rate of 0.25% 0.25 percent per annum (which rate will be increased by an additional 0.25 percent per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod during which such Additional Interest continues to accrue; or
provided that the rate at which such Additional Interest accrues may in no event exceed 0.50 percent per annum) commencing on (x) the 368th day after the date of this Agreement, in the cases of subsections (a) and (b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof above, or (iiy) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day which such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at in the beginning case of each subsequent 90-day period; (each such event referred to in (a), (b) and subsection (c), a “Registration Default”), ) above; provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion exchange of the Registered Exchange Offer New Securities for all Securities tendered (in the case of clause subsection (a) above), (2) or upon the filing effectiveness of the a Shelf Registration Statement (in the case of clause subsection (b)(ib) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause subsection (c)abovec) above), Additional Interest on the such Securities as a result of such clause (or the relevant subclause thereof), as the case may be, subsection shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall will be payable in cash on the same original interest payment dates as interest on the SecuritiesSenior Notes is payable. Such Additional Interest will be payable in the form of additional Senior Notes if the then applicable interest rate thereon exceeds 10.375% with respect to the Senior Notes.
Appears in 1 contract
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) the Registered Exchange Offer if any Registration Statement required by this Agreement is not completed filed with the Commission on or prior to the 360th day after the Issue Datedate specified for such filing in this Agreement, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing specified date and shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) 90 days thereafter so long as such Shelf Registration Statement is not filed with the Commission by the date Commission, up to a maximum of 1.00%; or
(b) if any Registration Statement required by Section 3(b) hereof or (ii) such Shelf Registration Statement this Agreement is not declared effective by the Commission on or prior to the 60th day following the date by which best efforts are to be used to cause such Shelf Registration Statement was filedeffectiveness under this Agreement, then, then commencing on the day after either such required specified date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing specified date and shall increase by an additional 0.25% per annum at each 90 days thereafter so long as such Registration Statement is not declared effective by the beginning Commission, up to a maximum of each subsequent 90-day period1.00%; or
(c) if applicable, the Shelf any Registration Statement required by this Agreement has been declared effective and such Shelf Registration Statement but ceases to be effective at any time prior at which it is required to be effective under this Agreement, then commencing on the one year anniversary of its effective date prior to all Securities covered by day the Shelf Registration Statement having been soldceases to be effective, then Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days commencing from and including such date on which the day Registration Statement ceases to be effective and shall increase by 0.25% per annum each 90 days thereafter so long as such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning up to a maximum of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum1.00%; provided, further, however, that (1) upon the completion filing of the Registered Exchange Offer Registration Statement (in the case of clause paragraph (a) above), (2) upon the filing effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(iib) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)abovec) above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securities.
Appears in 1 contract
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):If:
(a) the Registered Exchange Offer is not completed on or prior to the 360th 180th day following the date of original issuance of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission; or
(b) on or prior to the 240th day following the date of original issuance of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective; or
(c) on or prior to the 45th business day after the Issue DateExchange Offer Registration Statement is declared effective, then commencing on the day Registered Exchange Offer has not been consummated; or
(d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such date, Additional Interest shall accrue on Registration Statement thereafter ceases to be effective or usable (subject to the principal amount exceptions contained in this Agreement) in connection with resales of the Securities or New Securities in accordance with and during the periods specified in this Agreement; (each such event referred to in clauses (a) through (d), a “Registration Default”), the Company shall pay liquidated damages (“Registration Default Damages”) to the Holders of the Securities or New Securities, as the case may be. Registration Default Damages shall accrue at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest from and including the date of a Registration Default (which rate increasing shall be increased by an additional 0.25% per annum at the beginning of for each subsequent 90-day period; or
(b) period that such Registration Default Damages continue to accrue, provided that the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at Damages may in no time shall the aggregate amount of Additional Interest accruing event exceed in the aggregate 1.01.00% per annum) until all such Registration Defaults have been cured; provided, further, however, that (1) upon the completion filing of the Registered Exchange Offer Registration Statement (in the case of clause paragraph (a) above), (2) upon the filing effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(ib) above), (3) or upon the effectiveness consummation of the Shelf Registration Statement Registered Exchange Offer (in the case of clause paragraph (b)(iic) above), or (34) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)aboved) above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, Registration Default Damages shall cease to accrue, but only if all Registration Defaults have been cured. Any amounts Notwithstanding any provision herein to the contrary, the amount of Additional Interest due as a result of a Registration Default Damages shall be payable not increase because more than one of the circumstances described in cash on the same original interest payment dates as the SecuritiesSection 8(a)-(d) has occurred and is pending.
Appears in 1 contract
Sources: Registration Rights Agreement (Talecris Biotherapeutics Holdings Corp.)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that the Holders will suffer damages if following events (each, a “Registration Default”) shall occur, then the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain shall pay liquidated damages (the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Special Interest”) under the circumstances and to the extent set forth below (each Holders of which shall be given independent effect):Securities in respect of the Securities as follows:
(a) the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are if any Registration Statement required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement this Agreement is not filed with the Commission by on or prior to the date specified for such filing in this Agreement,
(b) if any Registration Statement required by Section 3(b) hereof or (ii) such Shelf Registration Statement this Agreement is not declared effective by the Commission on or prior to the 60th day following date specified to cause such effectiveness under this Agreement,
(c) if the Issuers fail to consummate the Exchange Offer within 30 Business Days of the date specified for such Shelf effectiveness with respect to the Exchange Offer Registration Statement,
(d) if any Registration Statement was filedrequired by this Agreement has been 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, commencing on in each case, as of the day after either date any such required dateevent occurs, Additional Special Interest shall accrue on the principal amount of the Registrable Securities at a rate of 0.25.25% per annum for the first 90 days immediately following from and including such date; thereafter, such Additional the Special Interest rate increasing will increase by an additional 0.25.25% per annum at the beginning of with respect to each subsequent 90-day period; or
(c) if applicableperiod until all Registration Defaults have been cured, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases up to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal a maximum amount of the Securities at a rate of 0.25% 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 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that . A Registration Default shall have been cured for purposes hereof (1) upon the completion filing of the Registered Exchange Offer Registration Statement (in the case of clause paragraph (a) above), (2) upon the filing effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(ib) above), (3) or upon the effectiveness consummation of the Shelf Registration Statement Exchange Offer (in the case of clause paragraph (b)(iic) above), or (34) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)aboved) above). Immediately upon the cure of all Registration Defaults, Additional the accrual of Special Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securitieswill cease.
Appears in 1 contract
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) the Registered Exchange Offer if any Registration Statement required by this Agreement is not completed filed with the Commission on or prior to the 360th day after the Issue Datedate specified for such filing in this Agreement, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing specified date and shall increase by an additional 0.25.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) 90 days thereafter so long as such Shelf Registration Statement is not filed with the Commission by the date Commission, up to a maximum of 1.00%; or
(b) if any Registration Statement required by Section 3(b) hereof or (ii) such Shelf Registration Statement this Agreement is not declared effective by the Commission on or prior to the 60th day following the date by which best efforts are to be used to cause such Shelf Registration Statement was filedeffectiveness under this Agreement, then, then commencing on the day after either such required specified date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing specified date and shall increase by an additional 0.25.25% per annum at each 90 days thereafter so long as such Registration Statement is not declared effective by the beginning Commission, up to a maximum of each subsequent 90-day period1.00%; or
(c) if applicable, the Shelf any Registration Statement required by this Agreement has been declared effective and such Shelf Registration Statement but ceases to be effective at any time prior at which it is required to be effective under this Agreement, then commencing on the one year anniversary of its effective date prior to all Securities covered by day the Shelf Registration Statement having been soldceases to be effective, then Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25.25% per annum for the first 90 days commencing from and including such date on which the day Registration Statement ceases to be effective and shall increase by .25% per annum each 90 days thereafter so long as such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning up to a maximum of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum1.00%; provided, further, however, that (1) upon the completion filing of the Registered Exchange Offer Registration Statement (in the case of clause paragraph (a) above), (2) upon the filing effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(iib) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)abovec) above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securities.
Appears in 1 contract
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):If:
(a) the Registered Exchange Offer is not completed on or prior to the 360th 240th day following the Closing Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective; or
(b) on or prior to the 240th day after the Issue Closing Date, then commencing on the day Registered Exchange Offer has not been consummated;
(c) notwithstanding that the Issuers have consummated the Exchange Offer, if the Issuers are required to file a Shelf Registration Statement, such Shelf Registration Statement is not filed or has not been declared effective or designated within the time period provided for in this Agreement; or
(d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such dateRegistration Statement thereafter ceases to be effective or usable (subject to the exceptions contained in this Agreement) in connection with resales of the securities in accordance with and during the periods specified in this Agreement; (each such event referred to in clauses (a) through (d) a “Registration Default”), Additional Interest shall interest (“Registration Default Damages”) will accrue on the principal amount of the Securities securities (in addition to the stated interest on the securities) 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. Registration Default Damages will accrue at a rate of 0.25% per annum for during the first 90 days 90-day period immediately following each date, the occurrence of such Additional Interest rate increasing Registration Default and shall increase by an additional 0.25% per annum at the beginning end of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) , but in no event shall such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default 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; provided, further, however, that (1i) upon the completion effectiveness of the Registered Exchange Offer Registration Statement (in the case of clause (a) above), (2ii) upon the filing consummation of the Shelf Registration Statement Registered Exchange Offer (in the case of clause (b)(ib) above), (iii) or upon the filing, effectiveness or designation of the a Shelf Registration Statement Statement, as the case may be (in the case of clause (b)(iic) above), ) or (3iv) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)aboved) above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a Notwithstanding any provision herein to the contrary, Registration Default Damages shall be payable not accrue on any Security that is no longer a Registrable Security, nor shall the amount of Registration Default Damages increase because more than one of the circumstances described in cash on the same original interest payment dates as the Securitiesclauses (a) through (d) above has occurred and is pending.
Appears in 1 contract
Sources: Registration Rights Agreement (Shoreline Real Estate Partnership, LLP)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur as a result of the Holders will suffer damages if Company’s failure to satisfy its obligations hereunder (each, a “Registration Default”), then the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, shall pay additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each Holders of which shall be given independent effect):the Notes as follows:
(a) if the Registered Exchange Offer is Shelf Registration Statement has not completed been filed with the Commission and become or been declared effective, as the case may be, on or prior to the 360th 120th day after the Issue Closing Date, then commencing on the 121st day after such datethe Closing Date, Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of (I) 0.25% per annum for the first 90 60 days immediately following each datefrom and including the 121st day after the Closing Date, such Additional Interest rate increasing by an additional 0.25(II) 0.50% per annum at for the beginning 60 days from and excluding the last day of each subsequent 90the 60-day periodperiod described in clause (I) above, and (III) 0.75% per annum thereafter; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) if applicable, the Shelf Registration Statement has been declared or becomes effective and such Shelf Registration Statement but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than (i) in connection with a Deferral Period or (ii) as a result of the filing of 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 prior to the one year anniversary of its effective date prior to all Securities covered by during the Shelf Registration Statement having been soldPeriod 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)), then Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of (I) 0.25% per annum for the first 90 60 days from and including the day following such 10th Business Day, (II) 0.50% per annum for the 60 days from and excluding the last day of the 60-day period described in clause (I) above, and (III) 0.75% per annum thereafter; or
(c) if the Company through its omission fails to name a Holder as a selling securityholder and such ▇▇▇▇▇▇ 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, then Additional Interest shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of (I) 0.25% per annum for the first 60 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, (II) 0.50% per annum for the 60 days from and excluding the last day of the 60-day period described in clause (I) above, and (III) 0.75% per annum thereafter, which Additional Interest shall be payable separately to such Holder at the account specified in writing by such Holder to the Company; or
(d) 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(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 Shelf Registration Statement ceases to be effectiveperiod, such Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes at a rate increasing by an additional of (I) 0.25% per annum at for the beginning first 60 days from and including such date, (II) 0.50% per annum for the 60 days from and excluding the last day of each subsequent 90the 60-day period; period described in clause (each such event referred to in (a)I) above, (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0III) 0.75% per annumannum thereafter; provided, further, however, that (1) upon the completion filing and effectiveness (whether upon such filing or otherwise) of the Registered Exchange Offer Shelf Registration Statement (in the case of clause paragraph (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause paragraph (c)aboveb) above), (3) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (c) above), (4) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (d) above), or (5) in any case, notwithstanding the preceding clauses (1) through (4), upon the earlier of the two dates provided in clauses (i) and (ii) of Section 2(b), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due pursuant to this Section 7 will be payable in arrears on each Interest Payment Date (as defined in the Indenture) following accrual in the manner as set forth in Section 2.03 of the Indenture and shall be in addition to any remedy relating to the failure to comply with the Issuers’ obligations under Section 6.03(a) of the Indenture. If any Note ceases to be outstanding during any period for which Additional Interest is accruing (other than as a result of the Holder exercising its exchange rights pursuant to Article 14 of the Indenture), the Issuers will prorate the Additional Interest payable with respect to such Note. The Additional Interest rate on the Notes payable under this Agreement shall not exceed in the aggregate 0.75% per annum and shall not be payable under more than one clause above for any given period of time, except that if Additional Interest would be payable because of more than one Registration Default, then the Additional Interest rate shall be the rate applicable to the Registration Default with the highest Additional Interest rate. Other than the Issuers’ obligation to pay Additional Interest in accordance with this Section 7, neither the Company nor the Issuers will have any liability for damages with respect to a Registration Default. Notwithstanding any provision in this Agreement, if a Registration Default occurs after a Holder has exchanged its Notes for Company Common Stock, such Holder shall not be payable in cash on the same original interest payment dates as the Securitiesentitled to any Additional Interest with respect to such Company Common Stock.
Appears in 1 contract
Sources: Registration Rights Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Holders will suffer Operating Partnership shall pay liquidated damages if (the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):Holders as follows:
(a) if the Registered Exchange Offer Shelf Registration Statement (which shall be an Automatic Shelf Registration Statement if the Company is then a WKSI on the date of such filing) is not completed filed with the Commission on or prior to the 360th day after the Issue DateMay 1, then 2007 then, commencing on the day after such dateMay 2, 2007, Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 days immediately following each datefrom and including April 16, such Additional Interest rate increasing by an additional 0.252007 and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) if the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 60th 210th day following the date such Shelf Registration Statement was filedClosing Date, then, then commencing on the 211st day after either such required datethe Closing Date, Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25211st day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the Shelf Registration Statement has been declared or become effective and such Shelf Registration Statement but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time prior to the one year anniversary of its effective date prior to all Securities covered by during the Shelf Registration Statement having been soldPeriod and the Company does not cure the lapse of effectiveness or usability within ten Business Days by a post-effective amendment, prospectus supplement or report filed under the Exchange Act (or, if a Deferral Period is then in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 days from and including the day following such tenth Business Day and 0.50% per annum thereafter; or
(d) if the Company through its omission fails to name as a selling securityholder any Holder that had timely complied 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 post-effective amendment to the Shelf Registration Statement or 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 then Additional Interest shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or post-effective amendment or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(e) 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(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 Shelf Registration Statement ceases to be effectiveperiod, such Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes at a rate increasing by an additional of 0.25% per annum at for the beginning of each subsequent 90-day period; (each first 90 days from and including such event referred to in (a)date, (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00.50% per annumannum thereafter; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause paragraph (b)(ia) above), (2) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iib) above), or (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause paragraph (c)abovec) above), (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above) (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (e) above) or (6) upon the date the Shelf Registration Statement is no longer required to be kept effective, the Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall pursuant to this Section 7 will be payable in cash on the same original next succeeding interest payment date to Holders entitled to receive such Additional Interest on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Additional Interest are accruing, the Company will prorate the Additional Interest payable with respect to such Note. The Additional Interest rate on the Notes shall not exceed 0.50% per annum in the aggregate. Notwithstanding any provision in this Agreement, in no event shall Additional Interest accrue to holders of Common Shares issued upon exchange of Notes. In lieu thereof, the Company shall increase the Conversion Rate (as defined in the SecuritiesIndenture) by 3% for each $1,000 principal amount of Notes exchanged at a time when such Registration Default has occurred and is continuing.
Appears in 1 contract
Sources: Registration Rights Agreement (First Potomac Realty Trust)
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) In the Registered event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to 365 days after the date hereof or (y) the Exchange Offer is not completed within 30 Business Days after the date on which the Exchange Offer Registration Statement of the applicable date specified in clause (x) above becomes effective, (ii) a Shelf Registration Statement is required in accordance with Section 3(a) and such Shelf Registration Statement does not become effective on or prior to the 360th day 365 days after the Issue Datedate such obligation arises, then commencing or (iii) the Exchange Offer Registration Statement or Shelf Registration Statement becomes effective but ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period (any event referred to in the foregoing clauses (i), (ii) or (iii) a “Registration Default”), then, in each case, the interest rate on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of will be increased by 0.25% per annum for the first 90 days 90-day period immediately following each date, such Additional Interest rate increasing by Registration Default and (ii) an additional 0.25% per annum at the beginning of with respect to each subsequent 90-day period; or, up to a maximum of 1.00% per annum, in each case until the earlier of the date such Registration Default is cured. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. In no event will the Issuers be obligated to pay Additional Interest for Registration Defaults under more than one of the clauses of this Section 8(a) at any one time. In no event will the Issuers be obligated to pay additional interest for all Registration Defaults under more than one of the clauses in this Section 8(a) at any one time with respect to a series of Securities and, in the case of a Shelf Registration, it is expressly understood that additional interest would be payable only with respect to Securities so requested to be registered pursuant to Section 3(a).
(b) The Issuers shall notify the Issuers are Trustee within five business days after each and every date on which an event occurs in respect of which Additional Interest is required by Section 3(a) hereof to file a Shelf Registration Statement and be paid (i) such Shelf Registration Statement is not filed with the Commission by the an “Event Date”). Any Additional Interest due shall be payable on each interest payment date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th Holder of such series of Notes with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securitiesapplicable Event Date.
Appears in 1 contract
Sources: Registration Rights Agreement (Caesars Acquisition Co)
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount If any of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
events shall occur (b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c)each, a “Registration Default”), then the Company shall pay liquidated damages (the “Registration Default Damages”) to the applicable Holders as follows:
(a) if the Shelf Registration Statement (which shall be, if the Company is then a WKSI, an Automatic Shelf Registration Statement) is not filed with the Commission and effective as required under Subsection 2.1(a) hereof, then commencing on the day after the two year anniversary of the issuance of the Notes, Registration Default Damages shall accrue on the outstanding principal amount of the Notes, a rate per year equal to 0.25% of the outstanding principal amount of the Notes to, and including, the 90th day following such Registration Default, increasing by 0.25% per annum every 90 days thereafter to a maximum of 2.00% per annum; or
(b) if the Shelf Registration Statement has been declared or becomes effective but ceases to be effective for the offer and sale of the Registrable Securities, other than (i) in connection with 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 30 days (or, if a Deferral Period is then in effect and subject to the ten Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Subsection 2.1(c) with respect to any stockholder questionnaire received during such period, within 30 days following the expiration of such Deferral Period or period permitted pursuant to Subsection 2.1(c)), then commencing on the day following such thirtieth day, Registration Default Damages shall accrue on the outstanding principal amount of the Notes at a rate per year equal to 0.25% of the outstanding principal amount of the Notes to, and including, the 90th day following such Registration Default, increasing by 0.25% per annum every 90 days thereafter to a maximum of 2.00% per annum; or
(c) if 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 the time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective, then commencing on the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, Registration Default Damages shall accrue on the outstanding principal amount of the Notes held by such Holder at a rate per year equal to 0.25% of the outstanding principal amount of the Notes to, and including, the 90th day following such Registration Default, increasing by 0.25% per annum every 90 days thereafter to a maximum of 2.00% per annum; or
(d) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Subsection 2.4(r) 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 aggregate outstanding principal amount of the Notes at a rate per year equal to 0.25% of the outstanding principal amount of the Notes to, and including, the 90th day following such Registration Default, increasing by 0.25% per annum every 90 days thereafter to a maximum of 2.00% per annum; provided, however, that the Additional Interest Registration Default Damages rate on the Securities Notes shall not accrue exceed in the aggregate 2.00% per annum and shall not be payable under more than one clause above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% separate rates per annum; provided, further, however, that (1) upon then the completion Registration Default Damages rate shall be the highest rate per annum of the Registered Exchange Offer (in applicable Registration Defaults. Other than the case of clause (a) above), (2) upon the filing obligation of the Shelf Company to pay Registration Statement (Default Damages in accordance with this Section 3, the case of clause (b)(i) above) or upon the effectiveness of the Shelf Company will not have any liability for damages with respect to a Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrueDefault. Any amounts of Additional Interest due as a result of If a Registration Default occurs after a Holder has converted its Notes into, Common Stock, such Holder shall not be payable in cash on the same original interest payment dates as the Securitiesentitled to any compensation with respect to such Common Stock.
Appears in 1 contract
Sources: Registration Rights Agreement (Sunnova Energy International Inc.)
Registration Defaults. The Issuers and (a) If any of the Initial Purchasers agree that following events in clauses (i) or (ii) below (each, a “Registration Default”) shall occur, then the Holders will suffer Issuer shall pay liquidated damages if (the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Special Interest”) under the circumstances and to the extent set forth below (each Holders of which shall be given independent effect):Securities in respect of the Securities as follows:
(ai) if the Registered Exchange Offer is not completed consummated on or prior to the 360th day after date specified in Section 2(a) hereof; or
(ii) if the Issue DateShelf 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 commencing on then, in each case, as of the day after date any such dateevent occurs, Additional Special Interest shall accrue on the principal amount of 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 immediately following each from and including such date; thereafter, such Additional the Special Interest rate increasing will increase by an additional 0.25% per annum at the beginning of with respect to each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof period until all Registration Defaults have been cured, up to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on maximum amount of 1.00% per annum of the principal amount of the Transfer Restricted Securities at a rate outstanding. All accrued Special Interest will be paid by the Issuer on the next scheduled interest payment date to DTC or its nominee by wire transfer of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing available funds or by an additional 0.25% per annum at the beginning federal funds check and to holders of each subsequent 90-day period; or
(c) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior certificated notes by wire transfer to the one year anniversary of its effective date prior accounts specified by them or by mailing checks to all Securities covered by the Shelf Registration Statement having their registered addresses if no such accounts have been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one specified. A Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that have been cured for purposes hereof (1) upon the completion consummation of the Registered Exchange Offer (in the case of clause paragraph (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(iii) above), or (32) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)aboveii) above). Immediately upon the cure of all Registration Defaults, Additional the accrual of Special Interest will cease and the interest rate on the Securities as a result shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of such clause (or Special Interest provided for in this Section 8 constitute the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts sole damages payable under this Agreement that will be suffered by Holders of Additional Interest due as a result Securities by reason of a any Registration Default shall be payable and any obligations that result in cash on the same original interest payment dates as the Securitiesany Registration Default.
Appears in 1 contract
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) if the Registered Exchange Offer Shelf Registration Statement (which shall be, if the Company is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) is not completed filed with the Commission on or prior to the 360th 180th day after following the Issue Closing Date, then commencing on the 181st day after such datethe Closing Date, Additional Interest Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.250.50% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.25181st day and 1.00% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) if the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 60th 210th day following the date such Shelf Registration Statement was filedClosing Date, then, then commencing on the 211th day after either such required datethe Closing Date, Additional Interest Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.250.50% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25211th day and 1.00% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the Shelf Registration Statement has been declared or becomes effective and such Shelf Registration Statement but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time prior to the one year anniversary of its effective date prior to all Securities covered by during the Shelf Registration Statement having been soldPeriod and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Deferral Period is then Additional Interest in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.250.50% per annum for the first 90 days from and including the day following such tenth Business Day and 1.00% per annum thereafter; or
(d) if 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 then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.50% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 1.00% per annum thereafter; or
(e) 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(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 Shelf period, Registration Statement ceases to be effective, such Additional Interest Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate increasing by an additional 0.25of 0.50% per annum at for the beginning of each subsequent 90-day period; (each first 90 days from and including such event referred to in (a)date, (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default 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 thereafter; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause paragraph (b)(ia) above), (2) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iib) above), or (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause paragraph (c)abovec) above), Additional Interest (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above) or (5) upon the termination of the Deferral Period that caused the limit on the Securities as aggregate duration of Deferral Periods in a result period set forth in Section 3(i) to be exceeded (in the case of such clause paragraph (or the relevant subclause thereofe) above), as the case may be, Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall Damages due pursuant to this Section 7 will be payable in cash on the same original next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Registration Default Damages are accruing, the Company will prorate the Registration Default Damages payable with respect to such Note. The Registration Default Damages rate on the Notes shall not exceed in the aggregate 1.00% per annum and shall not be payable under more than one clause above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.50% per annum under one Registration Default and at a rate of 1.00% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 1.00% per annum. Other than the Company’s obligation to pay Registration Default Damages in accordance with this Section 7, neither the Company nor the Operating Partnership will have any liability for damages with respect to a Registration Default. Notwithstanding any provision in this Agreement, in no event shall Registration Default Damages accrue to holders of Common Stock issued upon exchange of Notes. In no event shall Registration Default Damages, together with Additional Interest (as defined in the SecuritiesIndenture) relating to the Operating Partnership’s failure to comply with its obligations as set forth in Section 4.06(b) of the Indenture, accrue on the Notes at a per annum rate, in the aggregate, in excess of 1.00% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay such Registration Default Damages and Additional Interest.
Appears in 1 contract
Sources: Registration Rights Agreement (Extra Space Storage Inc.)
Registration Defaults. The Issuers and Each of the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations following shall constitute a registration default under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordinglythis Agreement (each, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (a “Additional InterestRegistration Default”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) the Registered Exchange Offer 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 completed then a Well-Known Seasoned Issuer) on or prior to the 360th 180th day after the Issue Closing Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or;
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) if applicable, the Shelf Registration Statement has been declared or becomes effective and such Shelf Registration Statement but ceases to be effective at any time prior to or usable for the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount offer and sale of the Securities at Registrable Securities, other than in connection with (i) a rate of 0.25% 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 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), Deferral Period or (3ii) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due 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 shall be payable in cash on following the same original interest payment dates as the Securitiesoccurrence thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Lee Enterprises, Inc)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) if the Registered Exchange Offer Shelf Registration Statement (which shall be, if the Company is then a WKSI, an Automatic Shelf Registration Statement) is not completed filed with the Commission on or prior to the 360th 180th day after following the Issue Closing Date, then commencing on the 181st day after such datethe Closing Date, Additional Interest Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.25181st day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) if the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 60th 180th day following the date such Shelf Registration Statement was filedClosing Date, then, then commencing on the 181st day after either such required datethe Closing Date, Additional Interest Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25181st day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the Shelf Registration Statement has been declared or become effective and such Shelf Registration Statement but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time prior to the one year anniversary of its effective date prior to all Securities covered by during the Shelf Registration Statement having been soldPeriod and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Deferral Period is then Additional Interest in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 days from and including the day following such tenth Business Day and 0.50% per annum thereafter; or
(d) if 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 then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(e) 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(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 Shelf period, Registration Statement ceases to be effective, such Additional Interest Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate increasing by an additional of 0.25% per annum at for the beginning of each subsequent 90-day period; (each first 90 days from and including such event referred to in (a)date, (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00.50% per annumannum thereafter; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause paragraph (b)(ia) above), (2) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iib) above), or (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause paragraph (c)abovec) above), Additional Interest (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above) or (5) upon the termination of the Deferral Period that caused the limit on the Securities as aggregate duration of Deferral Periods in a result period set forth in Section 3(i) to be exceeded (in the case of such clause paragraph (or the relevant subclause thereoff) above), as the case may be, Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall Damages due pursuant to this Section 7 will be payable in cash on the same original next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Registration Default Damages are accruing, the Company will prorate the Registration Default Damages payable with respect to such Note. The Registration Default Damages rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Other than the Company’s obligation to pay Registration Default Damages in accordance with this Section 7, neither the Company nor the Operating Partnership will have any liability for damages with respect to a Registration Default. Notwithstanding any provision in this Agreement, in no event shall Registration Default Damages accrue to holders of Common Stock issued upon exchange of Notes. In lieu thereof, the Company shall increase the Exchange Rate (as defined in the SecuritiesIndenture) by 3% for each $1,000 principal amount of Notes exchanged at a time when such Registration Default has occurred and is continuing. The sole remedy for any violation of any obligations the Company may be deemed to have pursuant to Section 314(a)(1) of the Trust Indenture Act shall be the accrual of Registration Default Damages (as defined in the Indenture) on the Notes at a rate of 0.25% per annum based on the number of days of the relevant interest period on which the Company or the Operating Partnership is deemed to be in violation of such section. In no event shall Registration Default Damages accrue on the Notes at a per annum rate in excess of 0.50% per annum pursuant to both the Indenture and this Registration Rights Agreement, taken together, regardless of the number of events or circumstances giving rise to the requirement to pay such Registration Default Damages.
Appears in 1 contract
Sources: Registration Rights Agreement (BioMed Realty Trust Inc)
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) Each event described in any of the Registered Exchange Offer following clauses (i) through (vi) is individually referred to herein as a “Registration Default”:
(i) the Common Shelf Registration Statement has not completed been filed on or prior to September 26, 2007, as such date may be extended pursuant to Section 3(h)(iii);
(ii) the 360th Common Shelf Registration Statement has not been declared effective under the Securities Act on or prior to March 24, 2008, as such date may be extended pursuant to Section 3(h)(iii);
(iii) if so required to be filed pursuant to Section 2(a), the Convertible Preferred Shelf Registration Statement has not been filed on or prior to June 28, 2011, as such date may be extended pursuant to Section 3(h)(iii);
(iv) if so required to be declared effective pursuant to Section 2(a), the Convertible Preferred Shelf Registration Statement has not been declared effective under the Securities Act on or prior to September 26, 2011, as such date may be extended pursuant to Section 3(h)(iii);
(v) a Shelf Registration Statement shall cease to be effective; or
(vi) (A) the aggregate duration of any Deferral Period arising from an event described in Section 3(h)(iii) exceeds 60 days, (B) the aggregate duration of all Deferral Periods arising from events described in Section 3(h)(iii) exceeds 90 days in any 12-month period or (C) a Deferral Period arising from an event described in Section 3(h)(iii) is invoked more than twice in any 12-month period.
(b) Commencing on (and including) any date that a Registration Default has begun and ending on (but excluding) the next date on which there are no Registration Defaults that have occurred and are continuing (a “Damages Accrual Period”), the Company shall pay, as liquidated damages and not as a penalty, to Holders of record of Registrable Shares included (or proposed to be included, if not filed or effective) in the Shelf Registration Statement an amount (the “Liquidated Damages”) accruing, for each day in the Damages Accrual Period, (i) with respect to a Registration Default applicable to the Common Stock Shelf Registration Statement (A) in respect of any share of 7.0% Preferred Stock and, after the Issue NYSE Approval Date, then commencing on the day after such dateHybrid Preferred Stock, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25equal to 0.50% per annum of the Liquidation Preference then in effect for the first 90 days immediately following each date90-day period from (and including) the date of such Registration Default, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of and thereafter for each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities period at a an additional rate of 0.25% per annum of the Liquidation Preference then in effect for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod (the “Liquidated Damages Rate”) or (B) if the 7.0% Preferred Stock or, after the NYSE Approval Date, Hybrid Preferred Stock has been converted into shares of Common Stock, in respect of each share of Common Stock issued in the conversion, at a rate equal to the applicable above-referenced calculated rate or rates for the applicable above referenced period or periods divided by a number equal to the number of shares of Common Stock into which each share of 7.0% Preferred Stock or, after the NYSE Approval Date, Hybrid Preferred Stock was converted pursuant to the conversion and (ii) with respect to a Registration Default applicable to the Convertible Shelf Registration Statement, in respect of any shares of 7.0% Preferred Stock at the Liquidated Damages Rate. Liquidated Damages shall accrue from and including the date of the applicable Registration Default with respect to a Shelf Registration Statement to (but excluding) the date on which all Registration Defaults with respect to such Shelf Registration Statement have been cured; orprovided, that Liquidated Damages shall not exceed a maximum rate of 2.00% per annum of the Liquidation Preference then in effect (the “Maximum Rate”). Notwithstanding the foregoing, no Liquidated Damages shall cumulate as to any Registrable Share from and after the earlier of (x) the date such security is no longer a Registrable Share and (y) expiration of the Effectiveness Period.
(c) if applicable, The Liquidated Damages shall cumulate from the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount first day of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effectiveapplicable Damages Accrual Period, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on each Damages Payment Date during the same original interest payment dates Damages Accrual Period to the Holder of record of the Registrable Shares on the Record Date immediately preceding the applicable Damages Payment Date (and on the Damages Payment Date next succeeding the end of the Damages Accrual Period if the Damages Accrual Period does not end on a Damages Payment Date) to the Holders of record of the Registrable Shares as of the Securitiesdate that such Damages Accrual Period ends.
(d) Subject to Section 6(e), the parties agree that the sole monetary damages payable for any Registration Default shall be the Liquidated Damages. The parties further agree that the Liquidated Damages provided for in this Section 6 constitute a reasonable estimate of the monetary damages that may be incurred by Holders of Registrable Shares by reason of any Registration Default.
(e) Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and affirms that in the event of its breach of this Agreement, the Liquidated Damages may be inadequate and the Holders may have no adequate remedy at law. Accordingly, the Company agrees that the Holders shall have the right, in addition to any other rights and remedies existing in its favor, to enforce their rights and the obligations hereunder of the Company not only by an action or actions for Liquidated Damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief.
Appears in 1 contract
Registration Defaults. The Issuers and (a) If any of the Initial Purchasers agree that following events shall occur, then the Company shall pay liquidated damages (the "Registration Default Damages") to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(i) if (a) neither (x) the Registered Exchange Offer is not completed on or prior to completed, nor (y) if required, the 360th day after Shelf Registration Statement is declared effective, within, in each case, 300 days of the Issue Closing Date, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days immediately following each date, from and including such Additional Interest rate specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod 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
(bii) notwithstanding that the Issuers have consummated or will consummate a Registered Exchange Offer, if the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th 300th day following the date the filing of such Shelf Registration Statement was filedis required or requested pursuant to Section 3(a), then, commencing on the day after either such required date, Additional Interest then Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days immediately following from and including such date, such Additional Interest rate specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod 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
(ciii) subject to the last sentence of Section 4(k)(ii) above, if applicable, 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 at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf effective, Registration Statement having been sold, then Additional Interest Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days commencing from and including such 31st day or 61st day, as applicable, following the date on the day which such Shelf Registration Statement ceases to be effective, such Additional Interest rate effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod thereafter; (each 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 event referred to in (a), (b) and (c), a “Registration Default”), Registrable Securities; provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that upon (1) upon the completion of the Registered Exchange Offer (in the case of clause paragraph (ai) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iiii) above), or ) and (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)aboveiii) above), Additional Interest Registration Default Damages shall cease to accrue.
(b) The Issuers shall notify the Trustee within one Business Day after each and every date on the Securities as a result which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such clause (or the relevant subclause thereof), as the case may be, shall Registration Default Damages cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall Damages due pursuant to paragraphs (i), (ii) or (iii) of this Section 8(a) will be payable in cash on the same original each interest payment dates as date specified by the SecuritiesIndenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue.
(c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (Nalco Energy Services Equatorial Guinea LLC)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur as a result of the Holders will suffer damages if Company’s failure to satisfy its obligations hereunder (each, a “Registration Default”), then the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, Issuer shall pay additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each Holders of which shall be given independent effect):the Notes as follows:
(a) if the Registered Exchange Offer is Shelf Registration Statement has not completed been filed with the Commission and become or declared effective, as the case may be, on or prior to the 360th 180th day after the Issue Closing Date, then commencing on the 181st day after such datethe Closing Date, Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25from and including the 181st day after the Closing Date and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) if the Issuers are required by Section 3(a) hereof to file a 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 (i) such Shelf Registration Statement is not filed in connection with the Commission by the date required by Section 3(b) hereof a Deferral Period or (ii) such as a result of the filing of 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 Statement Period and the Company does not cure the lapse of effectiveness or usability within 10 Business Days (or, if a Deferral Period is not declared effective by the Commission on or prior then in effect and subject to the 60th day 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 date expiration of such Shelf Registration Statement was filedDeferral Period or period permitted pursuant to Section 2(d)), then, commencing on the day after either such required date, then Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 days immediately from and including the day following such date, such Additional Interest rate increasing by an additional 0.2510th Business Day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the Company through its omission fails to name a Holder as a selling securityholder and such ▇▇▇▇▇▇ had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement has been declared at the time it first became effective and such Shelf Registration Statement ceases to be effective or (ii) any Prospectus at any the later of time prior to of filing thereof or the one year anniversary of its effective date prior to all Securities covered by time the Shelf Registration Statement having been soldof which the Prospectus forms a part becomes effective, then Additional Interest shall accrue accrue, on the aggregate outstanding principal amount of the Securities Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter, which Additional Interest shall be payable separately to such Holder at the account specified in writing by such Holder to the Company; or
(d) 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(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 Shelf Registration Statement ceases to be effectiveperiod, such Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes at a rate increasing by an additional of 0.25% per annum at for the beginning of each subsequent 90-day period; (each first 90 days from and including such event referred to in (a)date, (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00.50% per annumannum thereafter; provided, further, however, that (1) upon the completion filing and effectiveness (whether upon such filing or otherwise) of the Registered Exchange Offer Shelf Registration Statement (in the case of clause paragraph (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause paragraph (c)aboveb) above), (3) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (c) above), (4) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (d) above), or (5) in any case, notwithstanding the preceding clauses (1) through (4), upon the earlier of the two dates provided in clauses (i) and (ii) of Section 2(b), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due pursuant to this Section 7 will be payable in arrears on each Interest Payment Date (as defined in the Indenture) following accrual in the same manner as regular interest on the Notes as described in the Indenture and shall be in addition to any remedy relating to the failure to comply with the Issuer’s obligations under Section 4.22(b) of the Indenture. If any Note ceases to be outstanding during any period for which Additional Interest is accruing (other than as a result of the Holder exercising its exchange rights pursuant to Article 14 of the Indenture), the Issuer will prorate the Additional Interest payable with respect to such Note. The Additional Interest rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Additional Interest would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Additional Interest rate shall be the higher rate of 0.50% per annum. Other than the Issuer’s obligation to pay Additional Interest in accordance with this Section 7, neither the Company nor the Issuer will have any liability for damages with respect to a Registration Default. In no event, however, will additional interest accrue on the Notes on any day (taking into consideration any Additional Interest hereunder and any additional interest payable as described in Section 6.17 of the Indenture) at a rate in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay such additional interest. Notwithstanding any provision in this Agreement, if a Registration Default occurs after a Holder has exchanged its Notes for Company Common Stock, such Holder shall not be payable in cash on the same original interest payment dates entitled to any Additional Interest with respect to such Company Common Stock. The Company will not send a notice of redemption so long as the Securitiesa Registration Default exists and is continuing.
Appears in 1 contract
Sources: Registration Rights Agreement (Finance of America Companies Inc.)
Registration Defaults. The If any of the following events shall occur, then the Issuers and shall pay liquidated damages (the Initial Purchasers agree that “Registration Default Damages”) to the Holders will suffer damages of Securities in respect of the Securities as follows:
a. if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) the Registered Exchange Offer any Registration Statement required by this Agreement is not completed filed with the Commission on or prior to the 360th day after the Issue Datedate specified for such filing in this Agreement, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25.25% per annum for the first 90 60 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.25specified date and .50% per annum at the beginning of each subsequent 90-day period; orthereafter;
(b) the Issuers are b. if any Registration Statement required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement this Agreement is not declared effective by the Commission on or prior to the 60th day following the date by which commercially reasonable efforts are to be used to cause such Shelf Registration Statement was filedeffectiveness under this Agreement, then, then commencing on the day after either such required specified date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25.25% per annum for the first 90 60 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25specified date and .50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) c. if applicable, the Shelf any Registration Statement required by this Agreement has been declared effective and such Shelf Registration Statement but ceases to be effective at any time prior at which it is required to the one year anniversary of its be effective date prior to all Securities covered by the Shelf Registration Statement having been soldunder this Agreement, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf the Registration Statement ceases to be effective, such Additional Interest Registration Default Damages shall accrue on the Registrable Securities at a rate increasing by an additional 0.25of .25% per annum at for the beginning of each subsequent 90-day periodfirst 60 days from and including such date on which the Registration Statement ceases to be effective and .50% per annum thereafter; (each such event referred to in (a), (b) and provided that this clause (c), a “) will not apply during any suspension of the Registration Default”Statement pursuant to Section 3(b)(ii)(x) or (y), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion filing of the Registered Exchange Offer Registration Statement (in the case of clause paragraph (a) above), (2) upon the filing effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(iib) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)abovec) above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default accrue and the interest rate shall be payable in cash on revert to the same original interest payment dates as the Securitiesrate.
Appears in 1 contract
Sources: Registration Rights Agreement (Merge Healthcare Inc)
Registration Defaults. The Issuers (a) If any of the following events shall occur, then the Issuer and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional Guarantors shall pay increased interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each Holders of which shall be given independent effect):Securities in respect of the Securities as follows:
(ai) if (x) the Exchange Offer Registration Statement is not declared effective by the Commission within 365 days after the Closing Date, (y) the Registered Exchange Offer is not completed on by the Exchange Date, or prior to (z) if required, the 360th Shelf Registration Statement is not declared effective by the Commission by the later of (A) the 180th day after the Issue date on which the requirement to file such Shelf Registration Statement arises pursuant to Section 3(a) or (B) 365 days after the Closing Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days immediately following each date, from and including such Additional Interest rate specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod thereafter; provided that Additional Interest in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(bii) subject to the Issuers are last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) hereof of this Agreement has been declared effective but thereafter ceases to file a 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 and (i) is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior ceases to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required datebe effective, Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days immediately from and including such 31st day or 61st day, as applicable, following the date on which such date, such Additional Interest rate Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod thereafter; or
(c) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then provided that Additional Interest shall accrue on in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of the Securities at a rate of 0.25% 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 0.25% per annum at the beginning of each subsequent 90-day periodRegistrable Securities; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that upon (1) upon the effectiveness of the Exchange Offer Registration Statement, the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement Statement, as applicable (each in the case of clause paragraph (b)(iii) above), or ) and (32) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)aboveii) above), Additional Interest shall cease to accrue; provided, further, however, that no Additional Interest shall accrue following the later of: (1) the date on which the transfer restrictions applicable to the Securities as a result are eliminated and such Securities become “freely tradable” and (2) the second anniversary of the Issue Date.
(b) The Issuer 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 and within one Business Day after such clause (or the relevant subclause thereof), as the case may be, shall cease Additional Interest ceases to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall pursuant to Section 8(a) will be payable in cash on the same original each interest payment dates as date specified by the SecuritiesIndenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Additional Interest commences to accrue.
(c) The parties hereto agree that the liquidated damages in the form of Additional Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Exchange Offer Registration Statement to be declared effective; (ii) the Registered Exchange Offer completed; or (iii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.
Appears in 1 contract
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) if a Shelf Registration Statement (which shall be, if the Registered Exchange Offer Company is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) or a prospectus supplement to an effective Shelf Registration Statement of the Company is not completed filed with the Commission on or prior to the 360th 90th day after following the Issue Closing Date, then commencing on the 91st day after such datethe Closing Date, Additional Interest Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.2591st day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) the Issuers are required by Section 3(a) hereof to file if a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 60th 180th day following the date such Shelf Registration Statement was filedClosing Date, then, then commencing on the 181st day after either such required datethe Closing Date, Additional Interest Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25181st day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the a Shelf Registration Statement has been declared or becomes effective and such Shelf Registration Statement but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a new Shelf Registration Statement, 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 prior to the one year anniversary of its effective date prior to all Securities covered by during the Shelf Registration Statement having been soldPeriod and the Company does not cure the lapse of effectiveness or usability within ten (10) Business Days (or, if a Deferral Period is then Additional Interest in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten (10) Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 days from and including the day following such 10th Business Day and 0.50% per annum thereafter; or
(d) if 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) a Shelf Registration Statement at the time it first became effective or (ii) any Prospectus, including a prospectus supplement for a “shelf takedown” pursuant thereto, at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(e) 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(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 Shelf period, Registration Statement ceases to be effective, such Additional Interest Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate increasing by an additional of 0.25% per annum at for the beginning of each subsequent 90-day period; (each first 90 days from and including such event referred to in (a)date, (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00.50% per annumannum thereafter; provided, further, however, that (1) upon the completion filing of the Registered Exchange Offer Shelf Registration Statement or prospectus supplement (in the case of clause paragraph (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iib) above), or (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause paragraph (c)abovec) above), Additional Interest (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above) or (5) upon the termination of the Deferral Period that caused the limit on the Securities as aggregate duration of Deferral Periods in a result period set forth in Section 3(i) hereof to be exceeded (in the case of such clause paragraph (or the relevant subclause thereofe) above), as the case may be, Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall Damages due pursuant to this Section 7 will be payable in cash on the same original next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Registration Default Damages are accruing, the Company will prorate the Registration Default Damages payable with respect to such Note. The Registration Default Damages rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Other than the Company’s obligation to pay Registration Default Damages in accordance with this Section 7, neither the Company nor the Operating Partnership will have any liability for damages with respect to a Registration Default. Notwithstanding any provision in this Agreement, in no event shall Registration Default Damages accrue to holders of Common Shares issued upon exchange of Notes. In lieu thereof, the Exchange Rate (as defined in the SecuritiesIndenture) shall be increased by 3.00% for each $1,000 principal amount of Notes exchanged at a time when such Registration Default has occurred and is continuing; provided, however, that (i) the foregoing adjustment shall not be applied more than once to the same $1,000 principal amount of Notes and (ii) if a Registration Default occurs after a Holder has exchanged its Notes into Common Shares, such Holder shall not be entitled to any compensation with respect to such Common Shares. In no event shall Registration Default Damages, together with Additional Interest (as defined in the Indenture) relating to the Operating Partnership’s failure to comply with its obligations as set forth in Section 4.06(b) of the Indenture, accrue on the Notes at a per annum rate, in the aggregate, in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay such Registration Default Damages and Additional Interest.
Appears in 1 contract
Sources: Registration Rights Agreement (Kite Realty Group Trust)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) the Registered Exchange Offer if any Registration Statement required by this Agreement is not completed filed with the Commission on or prior to the 360th date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of .25% per annum for the first 90 days from and including such specified date and shall increase by an additional .25% per annum for each 90-day after period thereafter; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Issue DateCommission in accordance with this Agreement, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing date and shall increase by an additional 0.25.25% per annum at the beginning of for each subsequent 90-day period; orperiod thereafter;
(bc) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and if neither (i) such Shelf Registration Statement any Registered Exchange Offer required by this Agreement is not filed with the Commission consummated by the date required by Section 3(b) hereof or Company nor (ii) such Shelf any Registration Statement is not required by this Agreement has been declared effective by the Commission on or prior to the 60th 240th day following after the date such Shelf Registration Statement was filedof the original issuance of the Securities, then, then commencing on the day after either such required specified date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing specified date and shall increase by an additional 0.25.25% per annum at the beginning of for each subsequent 90-day periodperiod thereafter; or
(cd) if applicable, the Shelf any Registration Statement required by this Agreement has been declared effective and such Shelf but ceases to be effective or usable 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 at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf effective, Registration Statement having been sold, then Additional Interest Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25.25% per annum for the first 90 days commencing on the day from and including such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing specified date and shall increase by an additional 0.25.25% per annum at the beginning of for each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), period thereafter. provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion filing of the Registered Exchange Offer Registration Statement (in the case of clause paragraph (a) above), (2) upon the filing effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(ib) above), (3) or upon the effectiveness consummation of the Shelf Registration Statement Registered Exchange Offer in accordance with the terms of this Agreement (in the case of clause paragraph (b)(iic) above), or ) (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)aboved) above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a , and in no event shall the rate for Registration Default shall be payable Damages exceed 1.00% per annum in cash on the same original interest payment dates as aggregate, regardless of the Securitiesnumber of registration defaults.
Appears in 1 contract
Sources: Registration Rights Agreement (Constar International Inc)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur (each, a “Registration Default”), then the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Company shall pay Additional Interest”) under the circumstances and Interest to the extent set forth below (each of which shall be given independent effect):Note Holders as contemplated in the Note Purchase Agreement:
(a) the Registered Exchange Offer if a Registration Statement is not completed filed with the Commission on or prior to the 360th Required Filing Date;
(b) if a Registration Statement is filed but not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 90th day after following the Issue Daterelevant filing date; or
(c) if a Registration Statement has been declared or become effective but ceases to be effective or usable for the offer and sale of the Registrable Securities (without being succeeded immediately by an effective replacement registration statement), then commencing or the Registration Statement or Prospectus contained therein ceases to be usable in connection with the resales of Registrable Securities for a period of time which exceeds one hundred twenty (120) days in the aggregate in any consecutive 12-month period because of either a Shelf Suspension or a Demand Suspension or otherwise; provided that, no such Additional Interest shall accrue under this Section 2.10(c) if the Registration Statement ceases to be effective or usable for the offer, sale and resale of Registrable Securities solely as a result of 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; provided further, however, that (i) upon the filing of the Registration Statement (in the case of paragraph (a) above), (ii) upon the effectiveness of the Registration Statement (in the case of paragraph (b) above), or (iii) upon such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (c) above), the Additional Interest shall cease to accrue. Commencing on the day after date any such dateRegistration Default occurs, Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes, (i) at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including the date such Additional Interest rate increasing by an additional 0.25Registration Default occurs and (ii) 0.50% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof thereafter. Additional Interest shall cease to file a Shelf Registration Statement and accrue when, (i) such Shelf Registration Statement with respect to paragraph (a) above, the relevant filing is not filed with the Commission by the date required by Section 3(b) hereof or made and (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior with respect to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), paragraphs (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf relevant Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accruebecomes effective. Any amounts of Additional Interest due as a result of a Registration Default shall pursuant to this Section 2.10 will be payable in cash on the same next succeeding Interest Payment Date to Note Holders entitled to receive such Additional Interest on the relevant Record Dates for the payment of interest. If any Note ceases to be outstanding during any period for which Additional Interest is accruing, the Company will prorate the Additional Interest payable with respect to such Note. Upon the cure of all Registration Defaults then continuing, the accrual of Additional Interest will automatically cease and the interest rate borne by the Notes will revert to the original interest payment dates as rate at such time. If Additional Interest would be payable because more than one Registration Default occurs, the SecuritiesCompany shall only be obligated to pay Additional Interest for one Registration Default at a given time, such that the Additional Interest owed by the Company shall never exceed 0.50% per annum. Other than the Company’s obligation to pay Additional Interest in accordance with this Section 2.10, the Company will not have any liability for damages with respect to a Registration Default. Notwithstanding any provision in this Agreement, in no event shall Additional Interest accrue to holders of Common Stock, Warrants, Parent Common Stock or Parent Warrants issued upon conversion of the Notes pursuant to the Note Purchase Agreement or exchange of the Notes pursuant to the Exchange Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (Seacor Holdings Inc /New/)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Trust shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) if the Registered Exchange Offer Shelf Registration Statement (which shall be, if the Trust is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) is not completed filed with the Commission on or prior to the 360th 120th day after following the Issue Closing Date, then commencing on the 121st day after such datethe Closing Date, Additional Interest Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.25121st day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) if the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 60th 210th day following the date such Shelf Registration Statement was filedClosing Date, then, then commencing on the 211th day after either such required datethe Closing Date, Additional Interest Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25211th day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the Shelf Registration Statement has been declared or becomes effective and such Shelf Registration Statement but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time prior to the one year anniversary of its effective date prior to all Securities covered by during the Shelf Registration Statement having been soldPeriod and the Trust does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Deferral Period is then Additional Interest in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 days from and including the day following such tenth Business Day and 0.50% per annum thereafter; or
(d) if the Trust 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 then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(e) 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(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 Shelf period, Registration Statement ceases to be effective, such Additional Interest Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate increasing by an additional of 0.25% per annum at for the beginning of each subsequent 90-day period; (each first 90 days from and including such event referred to in (a)date, (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00.50% per annumannum thereafter; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause paragraph (b)(ia) above), (2) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iib) above), or (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause paragraph (c)abovec) above), Additional Interest (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above) or (5) upon the termination of the Deferral Period that caused the limit on the Securities as aggregate duration of Deferral Periods in a result period set forth in Section 3(i) to be exceeded (in the case of such clause paragraph (or the relevant subclause thereofe) above), as the case may be, Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall Damages due pursuant to this Section 7 will be payable in cash on the same original next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Registration Default Damages are accruing, the Trust will prorate the Registration Default Damages payable with respect to such Note. The Registration Default Damages rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Other than the Trust’s obligation to pay Registration Default Damages in accordance with this Section 7, neither the Trust nor the Operating Partnership will have any liability for damages with respect to a Registration Default. Notwithstanding any provision in this Agreement, in no event shall Registration Default Damages accrue to holders of Shares issued upon exchange of Notes. In lieu thereof, the Trust shall increase the Exchange Rate (as defined in the SecuritiesIndenture) by 3% for each $1,000 principal amount of Notes exchanged at a time when such Registration Default has occurred and is continuing. In no event shall Registration Default Damages, together with Additional Interest (as defined in the Indenture) relating to a Reporting Event of Default (as defined in the Indenture), accrue on the Notes at a per annum rate, in the aggregate, in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay such Registration Default Damages and Additional Interest.
Appears in 1 contract
Sources: Registration Rights Agreement (Pennsylvania Real Estate Investment Trust)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that the Holders will suffer damages if following events (each such event, a “Registration Default”) shall occur, then the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, shall pay additional interest on (the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each Holders of which shall be given independent effect):Registrable Securities as follows:
(a) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to, in the case of any required Exchange Offer Registration Statement, the Exchange Offer Effectiveness Deadline (unless the applicable Registered Exchange Offer is not completed on permissible due to any change in law or prior to applicable interpretations thereof by the 360th day after Commission or its staff), and, in the Issue Datecase of any required Shelf Registration Statement, the Shelf Effectiveness Deadline, then commencing on the day after such dateExchange Offer Effectiveness Deadline or Shelf Effectiveness Deadline, as applicable, Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing by specified date plus an additional 0.25% per annum at as of the beginning end of each subsequent 90-day periodperiod thereafter in each case until the Registration Statement, if required hereby, becomes effective or the Securities become freely tradable under the Securities Act, up to a maximum increase of 1.00% per annum; or
(b) the Issuers are if any Registered Exchange Offer required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement this Agreement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or completed prior to the 60th day following the date such Shelf Registration Statement was filedExchange Offer Completion Date, then, commencing on the day after either such required date, then Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by Exchange Offer Completion Date plus an additional 0.25% per annum at as of the beginning end of each subsequent 90-day periodperiod thereafter in each case until the Registered Exchange Offer required by this Agreement is completed or the Securities become freely tradable under the Securities Act, up to a maximum increase of 1.00% per annum; or
(c) if applicable, the Shelf any Registration Statement required by this Agreement has been declared effective and such Shelf Registration Statement but ceases to be effective at any time prior at which it is required to be effective under this Agreement without being succeeded within one Business Day by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective on the one year anniversary same Business Day of its effective date prior to all Securities covered by filing, then commencing on the Shelf day the Registration Statement having been soldceases to be effective, then Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days commencing on the day from and including such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by specified date plus an additional 0.25% per annum at as of the beginning end of each subsequent 90-day periodperiod thereafter in each case until the Registration Statement, if required hereby, becomes effective or the Securities become freely tradable under the Securities Act, up to a maximum increase of 1.00% per annum; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall may not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annumtime; provided, further, however, that (1) upon the completion the cure of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf all Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above)Defaults that have occurred, Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Furthermore, no incremental Additional Interest due as a result shall accrue during any Deferral Period in effect in accordance with the terms of a Registration Default shall be payable in cash on the same original interest payment dates as the Securitiesthis Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (OUTFRONT Media Inc.)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events (each, a “Registration Default”) shall occur, then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) if the Registered Exchange Offer Shelf Registration Statement is not completed filed with the Commission on or prior to the 360th 90th day after following the Issue Closing Date, then commencing on the 91st day after such datethe Closing Date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.2591st day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) if the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th day 180thday following the date such Shelf Registration Statement was filedClosing Date, then, then commencing on the 181st day after either such required datethe Closing Date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25181st day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the Shelf Registration Statement has been declared effective and such but ceases to be effective (other than pursuant to Section 3(k) hereof) at any time during the Shelf Registration Period, then commencing on the day the Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf effective, Registration Statement having been sold, then Additional Interest Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days commencing from and including such date on which the day such Shelf Registration Statement ceases to be effectiveeffective and 0.50% per annum thereafter; or
(d) if the Company is required to file a post-effective amendment to the Shelf Registration Statement pursuant to Section 2(e) hereof and such post-effective amendment has not been declared effective by the Commission on or prior to the 45th day following the date upon which the Company is required to filed such post-effective amendment, then commencing on the 46th day after such Additional Interest date, Registration Default Damages shall accrue on the Registrable Securities at a rate increasing by an additional of 0.25% per annum at for the beginning first 90 days from and including such 46th day and 0.50% per annum thereafter; or
(e) if the aggregate duration of each subsequent 90-day period; (each Deferral Periods in any period exceeds the number of days permitted in respect of such event referred period pursuant to in (a)Section 3(k) hereof, (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate then commencing on the Securities shall not accrue under more than one 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 Securities at any one time and at no time shall the aggregate amount a rate of Additional Interest accruing exceed in the aggregate 1.00.25% per annumannum for the first 90 days from and including such date and 0.50% per annum thereafter; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause paragraph (b)(ia) above), (2) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iib) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)abovec) above), Additional Interest or (4) upon the termination of the Deferral Period that caused the limit on the Securities as aggregate duration of Deferral Periods in a result period set forth in Section 3(k) to be exceeded (in the case of such clause paragraph (or the relevant subclause thereofd) above), as the case may be, Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a .
(f) Notwithstanding the foregoing, in no event will Registration Default Damages:
(i) be payable in connection with a failure to register the common stock. For the avoidance of doubt, if the Company fails to register both the Securities and the common stock issuable upon conversion of the Securities, then the Registration Default Damages shall be payable in cash on connection with the same original interest payment dates as failure to register the Securities; or
(ii) accrue after the second anniversary of the date of issuance of any Securities or be payable at a rate per year exceeding 0.50%.
(g) In the event that a Holder converts some or all of its Securities into common stock during a Registration Default, the Conversion Rate (as defined in the Indenture) of the Securities will be increased by 3% as set forth in the Indenture.
Appears in 1 contract
Sources: Registration Rights Agreement (Lifetime Brands, Inc)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Company shall pay liquidated damages (the "Registration Default Damages") to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) the Registered Exchange Offer if any Registration Statement required by this Agreement is not completed filed with the Commission on or prior to the 360th day after the Issue Datedate specified for such filing in this Agreement, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.25specified date and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) if the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is Exchange Offer has not filed with been consummated within 210 days of the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th day following the date such Shelf Registration Statement was filedClosing Date, then, then commencing on the day after either such required date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25date and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the Shelf any Registration Statement required by this Agreement has been declared effective and such Shelf Registration Statement but ceases to be effective at any time prior at which it is required to be effective or fails to be usable for its intended purpose (other than pursuant to Section 4(k)(ii) hereof) for more than 5 Business Days under this Agreement, then commencing on the one year anniversary of its effective date prior to all Securities covered by day the Shelf Registration Statement having been soldceases to be effective, then Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days commencing from and including such date on which the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25effective and 0.50% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annumthereafter; provided, further, however, that ,
(1) upon the completion filing of the Registered Exchange Offer Registration Statement (in the case of clause paragraph (a) above), (2) upon the filing of the Shelf Registration Statement consummation (in the case of clause paragraph (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(iib) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)abovec) above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a .
(d) The Company shall in no event be required to pay Registration Default shall be payable Damages in cash on the same original interest payment dates as the Securitiesrespect of more than one Registration Default at any one time. Additionally, in no event will Registration Default Damages accrue at a rate per year in excess of .50%.
Appears in 1 contract
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages (a) Additional payments ("ADDITIONAL PAYMENTS") with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and respect to the extent set forth below Units shall be assessed as follows if any of the following events occur (each of which shall be given independent effectsuch event in clauses (i) through (iii) below being herein called a "REGISTRATION DEFAULT"):
(ai) the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at either a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Mandatory Shelf Registration Statement and has not been (iA) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof before May 15, 2006 or (iiB) such Shelf Registration Statement is not declared effective by the Commission on or prior to within 180 days of the 60th day following filing thereof (provided that (x) if a majority of the date such Independent Directors (as defined in the Amended and Restated Agreement of Limited Partnership of the Partnership) determine in good faith that causing the Mandatory Shelf Registration Statement was filedto comply with the requirements as to acquired company financial statements included in Section 3-05 and Article 11 of Regulation S-X under the Securities Act would materially impede, thendelay or interfere with a proposed acquisition, commencing on then the day date required for effectiveness of the Mandatory Shelf Registration Statement may be extended for not more than 60 days, and (y) in such event, the Partnership has given notice of such determination to the Holders five days after either it is made);
(ii) the Partnership fails, with respect to a Holder that supplies a Notice and Questionnaire described in Section 2(a)(iii), to cause an amendment to the already effective Mandatory Shelf Registration Statement to be filed or, if permitted by the Commission, to prepare a Prospectus supplement to such required dateMandatory Shelf Registration Statement and distribute such supplement to Holders, in each case within the time period set forth in Section 2(a)(iii) to name such Holder as an additional selling securityholder; or
(iii) any Mandatory Shelf Registration Statement is declared effective by the Commission but (A) a Mandatory Shelf Registration Statement thereafter ceases to be effective during the period contemplated by Section 2(a)(i) or (B) as specified in Section 5(a), a Mandatory Shelf Registration Statement or the Prospectus ceases to be usable in connection with resales of Registrable Units during the periods specified herein and the Partnership fails to (1) cure such Mandatory Shelf Registration Statement within five business days by a post-effective amendment or a report filed pursuant to the Exchange Act or (2) if applicable, terminate the suspension period described in Section 5(a) by the 60th day. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the Partnership's control or pursuant to operation of law or as a result of any action or inaction by the Commission.
(b) Additional Interest Payments shall accrue on the principal amount of Units from and including the Securities date on which any such Registration Default occurs to but excluding the date on which all such Registration Defaults have been cured, at a the rate of 0.25% $0.085 per Unit ($0.17 with respect to Registration Defaults under Section 7(a)(i)(A)) per annum (subject to adjustment for the first 90 days immediately following such datesplits, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodrecombinations and similar matters); or
(c) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the in no event shall Additional Interest rate Payments accrue on the Securities shall not accrue under any Units for more than one Registration Default at any one time time, and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default the Partnership's obligation to pay Additional Payments extends only to the affected Registrable Units. Except as described in Section 7(c), other than the obligation to pay Additional Payments, the Partnership will have no other liabilities for monetary damages with respect to its registration obligations. With respect to each Holder, the Partnership's obligations to pay Additional Payments remain in effect only so long as the securities held by the Holder are Registrable Units.
(i) Notwithstanding any other provision of this Agreement, if the Holders Mandatory Registration Statement is not filed within 240 days of the date hereof, in lieu of the right to receive Additional Payments, the Holders may appoint a majority of the GP's Board of Directors (the "BOARD"). The Partnership must provide notice of such failure to file the Registration Statement within 245 days of the date hereof to the ten Holders hereunder having the greatest "beneficial ownership" (as defined under Section 13d-3 and 13d-5 under the Exchange Act) of Registrable Units. Such Holders may serve on a committee to propose individuals to serve on the Board. The Holders who elect to serve on such committee shall meet within 255 days of the date hereof to nominate individuals to serve on the Board. The committee's vote shall be payable in cash made based on the same original interest payment dates number of Units the applicable members "beneficially own." Committee meetings may be in person or telephonically.
(ii) If members of such committee beneficially own greater than 50% of the Registrable Units, the members of such committee having beneficial ownership of greater than 50% of the Registrable Units may directly appoint the members of the Board. If members of such committee holding greater than 50% of the Registrable Units cannot agree on Board members, within 15 days of the date of the nomination of individuals to serve on the Board, the GP shall deliver proxies to Holders as of the Securities240th day after the date hereof who shall vote on such nominees. Such Holders may act with respect to such matters in person or by proxy. It shall take the approval of a majority of the Holders of Registrable Units present in person or by proxy to select Board members. Holders beneficially owning greater than 50% of the Registrable Units may also act by written consent. If an insufficient number of individuals receive the affirmative vote of the majority of the Registrable Units to constitute a majority of the Board, then no members shall be elected and Additional Payments shall continue to be due.
Appears in 1 contract
Sources: Registration Rights Agreement (Legacy Reserves L P)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree following events shall occur, then (x) the Guarantor agrees that it shall pay the amounts described below as liquidated damages on the Debentures to the Holders will suffer damages if thereof and (y) the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and Trust agrees that it would not be feasible shall pay corresponding amounts as liquidated damages on the then-outstanding Registrable Securities to ascertain the extent of such damages with precision. Accordinglyholders thereof (in each case, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect"Registration Default Damages"):
(a) the Registered Exchange Offer if any Registration Statement required by this Agreement is not completed filed with the Commission on or prior to the 360th day after the Issue Datedate specified for such filing in this Agreement, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Securities Debentures at a rate of 0.25% per annum for of the first 90 days immediately following each date, liquidation amount of the then-outstanding Registrable Securities until such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orfiling occurs;
(b) the Issuers are if any Registration Statement required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement this Agreement is not declared effective by the Commission on or prior to the 60th day following the date by which reasonable best efforts are to be used to cause such Shelf Registration Statement was filedeffectiveness under this Agreement, then, then commencing on the day after either such required specified date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Securities Debentures at a rate of 0.25% per annum for of the first 90 days immediately following then-outstanding Registrable Securities until such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodRegistration Statement is declared effective; or
(c) if applicable, the Shelf any Registration Statement required by this Agreement has been declared effective and such Shelf Registration Statement but ceases to be effective at any time prior at which it is required to be effective under this Agreement, then commencing on the one year anniversary of its effective date prior to all Securities covered by day the Shelf Registration Statement having been soldceases to be effective, then Additional Interest Registration Default Damages shall accrue on the principal amount of the Securities Debentures at a rate of 0.25% per annum for of the first 90 days commencing on the day then-outstanding Registrable Securities until such Shelf Registration Statement becomes effective or ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annumrequired hereunder; provided, further, however, that (1) upon the completion filing of the Registered Exchange Offer Registration Statement (in the case of clause paragraph (a) above), (2) upon the filing effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(iib) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)abovec) above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, Registration Default Damages shall cease to accrue. Any amounts The Registration Default Damages set forth in this Section 8 shall be the sole and exclusive remedy available to holders of Additional Interest due Debentures or Securities as a result consequence of a Registration Default shall be payable the occurrence of any of the events described in cash on the same original interest payment dates as the Securitiesparagraphs (a) through (c) above.
Appears in 1 contract
Registration Defaults. The Issuers If any of the following events shall occur, then the Company and the Initial Purchasers agree that Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) the Registered Exchange Offer if any Registration Statement required by this Agreement is not completed filed with the Commission on or prior to the 360th day after the Issue Datedate specified for such filing in this Agreement, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25.25% per annum for the first 90 60 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.25specified date and .50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) the Issuers are if any Registration Statement required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement this Agreement is not declared effective by the Commission on or prior to the 60th day following the date by which best efforts are to be used to cause such Shelf Registration Statement was filedeffectiveness under this Agreement, then, then commencing on the day after either such required specified date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25.25% per annum for the first 90 60 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25specified date and .50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the Shelf any Registration Statement required by this Agreement has been declared effective and such Shelf Registration Statement but ceases to be effective at any time prior at which it is required to the one year anniversary of its be effective date prior to all Securities covered by the Shelf Registration Statement having been soldunder this Agreement, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf the Registration Statement ceases to be effective, such Additional Interest Registration Default Damages shall accrue on the Registrable Securities at a rate increasing by an additional 0.25of .25% per annum at for the beginning of each subsequent 90-day period; (each first 60 days from and including such event referred date on which the Registration Statement ceases to in (a), (b) be effective and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0.50% per annumannum thereafter; provided, further, however, that (1) upon the completion filing of the Registered Exchange Offer Registration Statement (in the case of clause paragraph (a) above), (2) upon the filing effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(iib) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)abovec) above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securities.
Appears in 1 contract
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) if the Registered Exchange Offer required by this Agreement or, pursuant to the Initial Notes Registration Rights Agreement, the Registered Exchange Offer (as defined in the Initial Notes Registration Rights Agreement) with respect to the Initial Notes is not completed on or prior to the 360th day after date specified for such completion in this Agreement and the Issue DateInitial Notes Registration Rights Agreement, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of Registrable Securities (as defined herein and in the Securities Initial Notes Registration Rights Agreement) at a rate of 0.25% per annum for the first 90 60 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.25specified date and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) the Issuers are required by Section 3(a) hereof to file a if any Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof this Agreement or (ii) such Shelf the Initial Notes Registration Statement Rights Agreement is not declared effective by the Commission on or prior to the 60th day following date by which best efforts are to be used to cause such effectiveness under this Agreement and the date such Shelf Initial Notes Registration Statement was filedRights Agreement, then, then commencing on the day after either such required specified date, Additional Interest Registration Default Damages shall accrue on the principal amount of Registrable Securities (as defined herein and in the Securities Initial Notes Registration Rights Agreement) at a rate of 0.25% per annum for the first 90 60 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25specified date and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the any Shelf Registration Statement required by this Agreement or the Initial Notes Registration Rights Agreement has been declared effective and such Shelf Registration Statement but ceases to be effective at any time prior at which it is required to the one year anniversary of its be effective date prior to all Securities covered by the Shelf Registration Statement having been soldunder this Agreement, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest Registration Default Damages shall accrue on the Registrable Securities (as defined herein and in the Initial Notes Registration Rights Agreement) at a rate increasing by an additional of 0.25% per annum at for the beginning of each subsequent 90-day period; (each first 60 days from and including such event referred date on which the Shelf Registration Statement ceases to in (a), (b) be effective and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00.50% per annumannum thereafter; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (as defined herein and in the Initial Notes Registration Rights Agreement) (in the case of clause paragraph (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (as defined herein and in the Initial Notes Registration Rights Agreement) (in the case of clause paragraph (b)(iib) above), or (3) upon the effectiveness of the Shelf Registration Statement (as defined herein and in the Initial Notes Registration Rights Agreement) which had ceased to remain effective (in the case of clause paragraph (c)abovec) above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, Registration Default Damages shall cease to accrue. Any amounts Further to the foregoing and for the avoidance of Additional Interest due as a result of a doubt, the Company agrees that, to the extent it shall become obligated to pay Registration Default Damages (as defined herein and in the Initial Notes Registration Rights Agreement) in respect of the Initial Notes or the Securities, it shall be payable pay Registration Default Damages (as defined herein and in cash on the same original interest payment dates as Initial Notes Registration Rights Agreement) in respect of both the Initial Notes and the Securities.
Appears in 1 contract
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) if the Registered Exchange Offer Shelf Registration Statement (which shall be, if the Company is then a WKSI, an Automatic Shelf Registration Statement) is not completed filed with the Commission on or prior to the 360th 270th day after following the Issue Closing Date, then commencing on the 271st day after such datethe Closing Date, Additional Interest Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Debentures, at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.25271st day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) if the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 60th 270th day following the date such Shelf Registration Statement was filedClosing Date, then, then commencing on the 271st day after either such required datethe Closing Date, Additional Interest Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Debentures, at a rate of 0.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25271st day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the Shelf Registration Statement has been declared or become effective and such Shelf Registration Statement but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time prior to the one year anniversary of its effective date prior to all Securities covered by during the Shelf Registration Statement having been soldPeriod and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Deferral Period is then Additional Interest in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Debentures at a rate of 0.25% per annum for the first 90 days from and including the day following such tenth Business Day and 0.50% per annum thereafter; or
(d) if 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 then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Debentures held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(e) 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(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 Shelf period, Registration Statement ceases to be effective, such Additional Interest Default Damages shall accrue on the aggregate outstanding principal amount of the Debentures at a rate increasing by an additional of 0.25% per annum at for the beginning of each subsequent 90-day period; (each first 90 days from and including such event referred to in (a)date, (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00.50% per annumannum thereafter; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause paragraph (b)(ia) above), (2) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iib) above), or (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause paragraph (c)abovec) above), Additional Interest (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above) or (5) upon the termination of the Deferral Period that caused the limit on the Securities as aggregate duration of Deferral Periods in a result period set forth in Section 3(i) to be exceeded (in the case of such clause paragraph (or the relevant subclause thereoff) above), as the case may be, Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall Damages due pursuant to this Section 7 will be payable in cash on the same original next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If any Debenture ceases to be outstanding during any period for which Registration Default Damages are accruing, the Company will prorate the Registration Default Damages payable with respect to such Debenture. The Registration Default Damages rate on the Debentures shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Notwithstanding any provision in this Agreement, in no event shall Registration Default Damages accrue to holders of Common Shares issued upon exchange of Debentures. In lieu thereof, the Company shall increase the Conversion Rate (as defined in the SecuritiesIndenture) by 3% for each $1,000 principal amount of Debentures exchanged at a time when such Registration Default has occurred and is continuing.
Appears in 1 contract
Sources: Registration Rights Agreement (Digital Realty Trust, Inc.)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) the Registered Exchange Offer if any Registration Statement required by this Agreement is not completed filed with the Commission on or prior to the 360th day after the Issue Datedate specified for such filing in this Agreement, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25..25% per annum for the first 90 60 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.25specified date and .50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) the Issuers are if any Registration Statement required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement this Agreement is not declared effective by the Commission on or prior to the 60th day following the date by which reasonable best efforts are to be used to cause such Shelf Registration Statement was filedeffectiveness under this Agreement, then, then commencing on the day after either such required specified date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25.25% per annum for the first 90 60 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25specified date and .50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the Shelf any Registration Statement required by this Agreement has been declared effective and such Shelf Registration Statement but ceases to be effective at any time prior at which it is required to be effective under this Agreement, except as a result of the one year anniversary exercise by the Company of its effective date prior right to all Securities covered by the suspend use of a Shelf Registration Statement having been soldand the released Prospectus pursuant to Section 4(k)(ii) hereof, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf the Registration Statement ceases to be effective, such Additional Interest Registration Default Damages shall accrue on the Registrable Securities at a rate increasing by an additional 0.25of .25% per annum at for the beginning of each subsequent 90-day period; (each first 60 days from and including such event referred date on which the Registration Statement ceases to in (a), (b) be effective and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0.50% per annumannum thereafter; provided, further, however, that (1) upon the completion filing of the Registered Exchange Offer Registration Statement (in the case of clause paragraph (a) above), (2) upon the filing effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(iib) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)abovec) above), Additional Interest on or (4) upon the Securities as a result of such clause (or New Securities becoming freely tradable under the relevant subclause thereof)Securities Act, as the case may be, Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securities.
Appears in 1 contract
Registration Defaults. The Issuers and Company further agrees that, in the Initial Purchasers agree event that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is has not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not been declared effective by the Commission on or prior to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first SEC within 90 days immediately following after the applicable Closing Date, if the SEC determines not to review such dateRegistration Statement, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(cii) if applicable, the Shelf Registration Statement has not been declared effective and by the SEC within 120 days after the applicable Closing Date, if the SEC determines to review such Shelf Registration Statement, or (iii) after such Registration Statement is declared effective by the SEC, is suspended by the Company or ceases to be remain continuously effective at any time prior to the one year anniversary of its effective date prior as to all Registrable Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases which it is required to be effective, such Additional Interest rate increasing other than, in each case, within the time period(s) permitted by an additional 0.25% per annum at the beginning of each subsequent 90-day period; Section 6.8(b) (each such event referred to in clauses (ai), (bii) and (ciii), a “Registration Default”), for any thirty-day period or portion thereof (a “Penalty Period”) during which the Registration Default remains uncured (which initial thirty-day period shall commence on the date of such Registration Default), the Company shall promptly pay, in cash, to each Purchaser 1% of such Purchaser’s aggregate Purchase Price for such Purchaser’s Registrable Securities to be included in such Registration Statement for each Penalty Period during which the Registration Default remains uncured (a “Registration Penalty”); provided, however, that if a Purchaser fails to provide the Additional Interest rate on Company with any information that is required to be provided in a Registration Statement with respect to such Purchaser as set forth herein, then the Securities commencement of the Penalty Period described above shall not accrue under be extended until two Business Days following the date of receipt by the Company of such required information; provided further, that the amount payable to any Holder hereunder for any partial Penalty Period shall be prorated for the number of actual days during such Penalty Period during which a Registration Default remains uncured; and provided further that in no event shall the Company be required to pay to any Purchaser pursuant to this Section 6.3 an aggregate amount that exceeds 10% of the aggregate Stock Purchase Price paid by such Purchaser for such Purchaser’s Shares and 10% of the aggregate Warrant Purchase Price paid by such Purchaser for such Purchaser’s Warrants. Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall the Company be liable for more than one Registration Default at Penalty during any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) 30 day period or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased for multiple events giving rise to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the SecuritiesPenalty during any 30 day period.
Appears in 1 contract
Sources: Securities Purchase Agreement (Memory Pharmaceuticals Corp)
Registration Defaults. The Issuers If (x) any of the following events shall occur as a result of the Issuer’s failure to satisfy its obligations hereunder (each of the events set forth in clauses (a) through (d) below, a “Registration Default”) and (y) (I) the Initial Purchasers agree Issuer has failed to file all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the Holders will suffer damages if Issuer was required to file such reports and materials), after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K, or (II) the Issuers fail Notes are not otherwise freely tradable pursuant to fulfill their obligations Rule 144 under Section 2 the Act by “Holders” (as defined in the Indenture) other than the Issuer’s Affiliates or Section 3 hereof “Holders” (as defined in the Indenture) that were the Issuer’s Affiliates at any time during the immediately preceding three months (as a result of restrictions pursuant to U.S. securities laws or the terms of the Indenture or the Notes) (each of clause (I) and that it would not be feasible to ascertain clause (II), a “Rule 144 Unavailability Event”), then the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, Issuer shall pay additional interest on the Notes (“Registration Default Additional Interest”) under the circumstances and to the extent set forth below “Holders” (each as defined in the Indenture) of which shall be given independent effect):the Notes as follows:
(a) if the Registered Exchange Offer is Shelf Registration Statement has not completed been filed with the Commission and become or declared effective, as the case may be, on or prior to the 360th 375th day after the Issue Closing Date, then commencing on the 376th day after such datethe Closing Date, Registration Default Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.250.50% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodannum; or
(b) if the Issuers are required by Section 3(a) hereof to file a 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 (i) such Shelf Registration Statement is not filed in connection with the Commission by the date required by Section 3(b) hereof a Deferral Period or (ii) such as a result of the filing of 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 Statement is Period and the Issuer does not declared effective by cure the Commission on lapse of effectiveness or prior to the 60th day usability within 10 Business Days (or within 10 Business Days following the date expiration of such Shelf Deferral Period or period permitted pursuant to Section 2(d)), then Registration Statement was filed, then, commencing on the day after either such required date, Default Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.250.50% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodannum; or
(c) if applicable, the Issuer through its omission fails to name a Holder as a selling securityholder and such Holder had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement has been declared 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, then Registration Default Additional Interest shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.50% per annum from and including the day following the effective date of such Shelf Registration Statement ceases or the time of filing of such Prospectus, as the case may be, which Registration Default Additional Interest shall be payable separately to be effective such Holder at any time prior the account specified in writing by such Holder to the one year anniversary Issuer; or
(d) if the aggregate duration of its effective date prior Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to all Securities covered by the Shelf Registration Statement having been soldSection 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, Registration Default Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% 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 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00.50% per annum; provided, further, however, that (1) upon the completion filing and effectiveness (whether upon such filing or otherwise) of the Registered Exchange Offer Shelf Registration Statement (in the case of clause paragraph (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause paragraph (c)aboveb) above), (3) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (c) above), (4) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (d) above), (5) in any case, notwithstanding the preceding clauses (1) through (4), upon the earliest of the three dates provided in clauses (i), (ii) and (iii) of Section 2(b), or (6) upon the cessation of all Rule 144 Unavailability Events, Registration Default Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall immediately cease to accrue. Any amounts of Registration Default Additional Interest due pursuant to this Section 7 will be payable in arrears on each Interest Payment Date (as defined in the Indenture) following accrual in the same manner as regular interest on the Notes as described in the Indenture and shall be in addition to any remedy relating to the failure to comply with the Issuer’s obligations under Section 4.06(b) of the Indenture. If any Note ceases to be outstanding during any period for which Registration Default Additional Interest is accruing (other than as a result of the Holder exercising its conversion rights pursuant to Article 14 of the Indenture), the Issuer will prorate the Registration Default Additional Interest payable with respect to such Note. The Registration Default Additional Interest rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time. Other than the Issuer’s obligation to pay Registration Default Additional Interest in accordance with this Section 7, the Issuer will not have any liability for damages with respect to a Registration Default. Notwithstanding any provision in this Agreement, (x) in no event shall Registration Default Additional Interest accrue or be payable to holders of Common Stock issued upon conversion of Notes and (y) if a Registration Default occurs after a Holder has converted its Notes for Common Stock, such Holder shall not be payable in cash on the same original interest payment dates as the Securitiesentitled to any Registration Default Additional Interest with respect to such Common Stock.
Appears in 1 contract
Sources: Registration Rights Agreement (MP Materials Corp. / DE)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) the Registered Exchange Offer if any Registration Statement required by this Agreement is not completed filed with the Commission on or prior to the 360th day after the Issue Datedate specified for such filing in this Agreement, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing specified date and shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) 90 days thereafter so long as such Shelf Registration Statement is not filed with the Commission by the date Commission, up to a maximum of 1.00%; or
(b) if any Registration Statement required by Section 3(b) hereof or (ii) such Shelf Registration Statement this Agreement is not declared effective by the Commission on or prior to the 60th day following the date by which commercially reasonable efforts are to be used to cause such Shelf Registration Statement was filedeffectiveness under this Agreement, then, then commencing on the day after either such required specified date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing specified date and shall increase by an additional 0.25% per annum at each 90 days thereafter so long as such Registration Statement is not declared effective by the beginning Commission, up to a maximum of each subsequent 90-day period1.00%; or
(c) if applicable, the Shelf any Registration Statement required by this Agreement has been declared effective and such Shelf Registration Statement but ceases to be effective at any time prior at which it is required to be effective under this Agreement, then commencing on the one year anniversary of its effective date prior to all Securities covered by day the Shelf Registration Statement having been soldceases to be effective, then Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days commencing from and including such date on which the day Registration Statement ceases to be effective and shall increase by 0.25% per annum each 90 days thereafter so long as such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning up to a maximum of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum1.00%; provided, further, however, that (1) upon the completion filing of the Registered Exchange Offer Registration Statement (in the case of clause paragraph (a) above), (2) upon the filing effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(iib) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)abovec) above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securities.
Appears in 1 contract
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, Company shall pay additional interest on the Notes outstanding principal amount of the New Bonds as liquidated damages (“Additional Interest”the "Registration Default Damages") under the circumstances and to the extent set forth below (each Holders of which shall be given independent effect):New Bonds in respect of the New Bonds as follows:
(a) the Registered Exchange Offer if any Registration Statement required by this Agreement is not completed filed with the Commission on or prior to the 360th day after the Issue Datedate specified for such filing in this Agreement, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Securities New Bonds at a rate of 0.25of.25% per annum for the first 90 60 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.25specified date and .50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) the Issuers are if any Registration Statement required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement this Agreement is not declared effective by the Commission on or prior to the 60th day following the date by which reasonable best efforts are to be used to cause such Shelf Registration Statement was filedeffectiveness under this Agreement, then, then commencing on the day after either such required specified date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Securities New Bonds at a rate of 0.25.25% per annum for the first 90 60 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25specified date and .50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the Shelf any Registration Statement required by this Agreement has been declared effective and such Shelf Registration Statement but ceases to be effective at any time prior at which it is required to the one year anniversary of its be effective date prior to all Securities covered by the Shelf Registration Statement having been soldunder this Agreement, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf the Registration Statement ceases to be effective, such Additional Interest Registration Default Damages shall accrue on the New Bonds at a rate increasing by an additional 0.25of .25% per annum at for the beginning of each subsequent 90-day period; (each first 60 days from and including such event referred date on which the Registration Statement ceases to in (a), (b) be effective and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0.50% per annumannum thereafter; provided, further, however, that (1) upon the completion filing of the Registered Exchange Offer Registration Statement (in the case of clause paragraph (a) above), (2) upon the filing effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(iib) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)abovec) above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall Damages will be payable the exclusive remedy (monetary or otherwise) available to any Holder of the New Bonds with respect to any of the events referred to in cash on the same original interest payment dates as the Securitiesclauses (a), (b) and (c) of this Section 8.
Appears in 1 contract
Sources: Registration Rights Agreement (Southern California Edison Co)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur (each, a “Registration Default”), then the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Company shall pay Additional Interest”) under the circumstances and Interest to the extent set forth below Note Holders as contemplated in the Exchange Agreement (each of which shall be given independent effectConvertibles Notes):
(a) the Registered Exchange Offer if a Registration Statement is not completed filed with the Commission on or prior to the 360th Required Filing Date;
(b) if a Registration Statement is filed but not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 90th day after following the Issue Daterelevant filing date; or
(c) if a Registration Statement has been declared or become effective but ceases to be effective or usable for the offer and sale of the Registrable Securities (without being succeeded immediately by an effective replacement registration statement), then commencing or the Registration Statement or Prospectus contained therein ceases to be usable in connection with the resales of Registrable Securities for a period of time which exceeds one hundred twenty (120) days in the aggregate in any consecutive 12-month period because of either a Shelf Suspension or a Demand Suspension or otherwise; provided that, no such Additional Interest shall accrue under this Section 2.10(c) if the Registration Statement ceases to be effective or usable for the offer, sale and resale of Registrable Securities solely as a result of 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; provided further, however, that (i) upon the filing of the Registration Statement (in the case of paragraph (a) above), (ii) upon the effectiveness of the Registration Statement (in the case of paragraph (b) above), or (iii) upon such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (c) above), the Additional Interest shall cease to accrue. Commencing on the day after date any such dateRegistration Default occurs, Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities New Convertible Notes, (i) at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including the date such Additional Interest rate increasing by an additional 0.25Registration Default occurs and (ii) 0.50% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof thereafter. Additional Interest shall cease to file a Shelf Registration Statement and accrue when, (i) such Shelf Registration Statement with respect to paragraph (a) above, the relevant filing is not filed with the Commission by the date required by Section 3(b) hereof or made and (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior with respect to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), paragraphs (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf relevant Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accruebecomes effective. Any amounts of Additional Interest due as a result of a Registration Default shall pursuant to this Section 2.10 will be payable in cash on the same next succeeding Interest Payment Date to Note Holders entitled to receive such Additional Interest on the relevant Record Dates for the payment of interest. If any New Convertible Note ceases to be outstanding during any period for which Additional Interest is accruing, the Company will prorate the Additional Interest payable with respect to such Note. Upon the cure of all Registration Defaults then continuing, the accrual of Additional Interest will automatically cease and the interest rate borne by the New Convertible Notes will revert to the original interest payment dates as rate at such time. If Additional Interest would be payable because more than one Registration Default occurs, the SecuritiesCompany shall only be obligated to pay Additional Interest for one Registration Default at a given time, such that the Additional Interest owed by the Company shall never exceed 0.50% per annum. Other than the Company’s obligation to pay Additional Interest in accordance with this Section 2.10, the Company will not have any liability for damages with respect to a Registration Default. Notwithstanding any provision in this Agreement, in no event shall Additional Interest accrue to holders of Common Stock or Warrants issued upon conversion of the New Convertible Notes pursuant to the Exchange Agreement (Convertible Notes).
Appears in 1 contract
Sources: Registration Rights Agreement (SEACOR Marine Holdings Inc.)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Issuer shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) if a Shelf Registration Statement (which shall be, if the Registered Exchange Offer Company is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) or a prospectus supplement to an effective Shelf Registration Statement of the Company is not completed filed with the Commission on or prior to the 360th first Business Day following the 90th day after following the Issue Closing Date, then commencing on the day after such datenext succeeding Business Day, Additional Interest Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.2591st day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) the Issuers are required by Section 3(a) hereof to file if a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 60th 180th day following the date such Shelf Registration Statement was filedClosing Date, then, then commencing on the 181st day after either such required datethe Closing Date, Additional Interest Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25181st day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the a Shelf Registration Statement has been declared or becomes effective and such Shelf Registration Statement but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a new Shelf Registration Statement, 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 prior to the one year anniversary of its effective date prior to all Securities covered by during the Shelf Registration Statement having been soldPeriod and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Deferral Period is then in effect and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten (10) Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)), then Additional Interest Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 days from and including the day following such 10th Business Day and 0.50% per annum thereafter; or
(d) if 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) a Shelf Registration Statement at the time it first became effective or (ii) any Prospectus, including a prospectus supplement for a “shelf takedown” pursuant thereto, at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective, then from and after the time of such breach Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(e) 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(i) hereof or (y) the Company declares a Deferral Period for a reason not permitted by Section 3(i), then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such Shelf period (in the case of clause (x)) or commencing on the first day of such Deferral Period (in the case of clause (y)), Registration Statement ceases to be effective, such Additional Interest Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate increasing by an additional of 0.25% per annum at for the beginning of each subsequent 90-day period; (each first 90 days from and including such event referred to in (a)date, (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00.50% per annumannum thereafter; provided, further, however, that (1) upon the completion filing of the Registered Exchange Offer Shelf Registration Statement or prospectus supplement (in the case of clause paragraph (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iib) above), or (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (c) above), (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above) or (5) upon the termination of the Deferral Period referred to in clause (c)abovex) or (y) of Section 3(e), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall Damages due pursuant to this Section 7 will be payable in cash on the same original next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Registration Default Damages are accruing, the Company will prorate the Registration Default Damages payable with respect to such Note. The Registration Default Damages rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Other than the Company’s obligation to pay Registration Default Damages in accordance with this Section 7, neither the Company nor the Issuer will have any liability for damages with respect to a Registration Default. Notwithstanding any provision in this Agreement, in no event shall Registration Default Damages accrue to holders of Common Shares issued upon exchange of Notes. In lieu thereof, the Exchange Rate (as defined in the SecuritiesIndenture) shall be increased by 3.00% for each $1,000 principal amount of Notes exchanged at a time when such Registration Default has occurred and is continuing; provided, however, that (i) the foregoing adjustment shall not be applied more than once to the same $1,000 principal amount of Notes and (ii) if a Registration Default occurs after a Holder has exchanged its Notes into Common Shares, such Holder shall not be entitled to any compensation with respect to such Common Shares. In no event shall Registration Default Damages, together with Additional Interest (as defined in the Indenture) relating to the Issuer’s failure to comply with its obligations as set forth in Section 4.06(b) of the Indenture, accrue on the Notes at a per annum rate, in the aggregate, in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay such Registration Default Damages and Additional Interest.
Appears in 1 contract
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) If, and only if, any of the Registered Exchange Offer following events shall occur (each such event, a “Registration Default”), then the Company shall pay liquidated damages in the form of additional cash interest (the “Registration Default Damages”) to the Holders of Registrable Securities as follows:
(i) the Shelf Registration Statement is not completed filed, or on or file, with the Commission prior to or on the 360th day after the Issue DateShelf Filing Deadline, then commencing on the day after such datefollowing the Shelf Filing Deadline and continuing until the day immediately preceding the filing of the Shelf Registration Statement, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately from and including the day following each date, such Additional Interest rate increasing by an additional 0.25the Shelf Filing Deadline and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(bii) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such has not become effective, or a previously effective Shelf Registration Statement is has not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or been made available, prior to or on the 60th day following the date such Shelf Registration Statement was filed, thenEffectiveness Target Date, commencing on the date following the Effectiveness Target Date and continuing until the day after either such required dateimmediately preceding the effectiveness of the Shelf Registration Statement, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately from and including the day following such date, such Additional Interest rate increasing by an additional 0.25the Effectiveness Target Date and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(ciii) if applicable, the Shelf Registration Statement is filed and has been declared become effective and such but, during the Shelf Registration Statement ceases Period, shall thereafter cease to be effective at any time or fail to be usable for its intended purpose (other than pursuant to Section 3(c)(xi) hereof) for more than 10 Business Days, commencing on the date following the tenth Business Day of such ceased effectiveness or failure to be usable and continuing until the date immediately prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf cure thereof, Registration Statement having been sold, then Additional Interest Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days commencing from and including such date on which the day such Shelf Registration Statement ceases to be effectiveeffective 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)(xi) 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 Additional Interest period and continuing until the end of such period, Registration Default Damages shall accrue on the Registrable Notes at a rate increasing by an additional of 0.25% per annum at for the beginning first 90 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 subsequent 90-day periodholder of Notes as described in Section 8(a)(i) through (iv); and
(each B) in respect of the Registrable Notes submitted for conversion into Common Stock during the existence of a Registration Default with respect to the Common Stock, the holder will not be entitled to receive any Registration Default Damages with respect to such event referred Common Stock but (x) will be entitled to a conversion rate adjustment, if any, in accordance with the terms of the Notes as set forth in the Indenture and (ay) will receive from the Company on the settlement date with respect to such conversion, accrued and unpaid Registration Default Damages on the Registrable Notes calculated in accordance with paragraph (A) to the Conversion Date (as defined in the Indenture), ; and
(b) Notwithstanding the foregoing, in no event will Registration Default Damages be payable in connection with a failure to register the Common Stock for resale. For the avoidance of doubt, if the Company fails to register both the Notes and the Common Stock for resale, then the Registration Default Damages shall be payable in connection with the failure to register the Notes for resale. Further, except as provided in this Section 8, the Company shall have no liabilities for monetary damages with respect to its registration obligations hereunder.
(c), a “) The Company shall in no event be required to pay Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under Default Damages in respect of more than one Registration Default at any one time and time. Additionally, in no event will Registration Default Damages accrue at no time shall the aggregate amount a rate per year in excess of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that 0.50%.
(1d) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall Damages due pursuant to Section 8(a) will be payable in cash semi-annually in arrears on each April 30 and October 30, with the first semi-annual payment due on the same original interest first such payment dates date after which a Registration Default occurs. A Holder will not be entitled to Registration Default Damages as provided in Section 8 hereof, unless such Holder has timely delivered to the SecuritiesCompany a duly completed Notice and Questionnaire, together with such other information reasonably requested of such Holder in accordance with this Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (Quanta Services Inc)
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Senior Toggle Notes constituting GSMP Securities (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):if:
(a) the Registered Exchange Offer is not completed on or prior to the 360th 367th day after the Issue Request Date, then commencing on the day after Shelf Registration Statement has not been declared effective, if applicable; or
(b) the Shelf 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 (each such dateevent referred to in clauses (a) and (b) a “Registration Default”), then, except during any suspension of the availability of the Shelf Registration and any related Prospectus pursuant to Section 3(h)(ii), Additional Interest shall will accrue on the principal amount of the Securities Senior Toggle Notes (in addition to the stated interest on the Senior Toggle Notes) at a rate of 0.25% 0.25 percent per annum (which rate will be increased by an additional 0.25 percent per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, period during which such Additional Interest continues to accrue; provided that the rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) if applicable, the Shelf Registration Statement has been declared effective and which such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% accrues may in no event exceed 0.50 percent per annum for the first 90 days annum) commencing on (x) the 368th day after the Request Date, in the case of subsection (a) above, or (y) the day on which such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at in the beginning case of each subsequent 90-day period; (each such event referred to in (a), subsection (b) and (c), a “Registration Default”), above; provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause subsection (b)(iia) above), ) or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause subsection (c)aboveb) above), Additional Interest on the such GSMP Securities as a result of such clause (or the relevant subclause thereof), as the case may be, subsection shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall will be payable in cash on the same original interest payment dates as interest on the SecuritiesSenior Toggle Notes is payable. Such Additional Interest will be payable in the form of additional Senior Toggle Notes, as applicable, if the then applicable interest rate thereon exceeds 10.375% with respect to the Senior Toggle Notes.
Appears in 1 contract
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orIf:
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf the Initial Registration Statement is not filed with the Commission by on or prior to the date required by Section 3(b) hereof or of the first execution of the Purchase Agreement;
(ii) such Shelf the Initial Registration Statement is not declared effective by the Commission on or before the 30th calendar day following the Closing Date, if the Initial Registration Statement is not reviewed by the Commission, and the 120th calendar day if the Initial Registration Statement is reviewed by the Commission;
(iii) any subsequent Registration Statement is not filed with the Commission on or prior to the 60th 30th day following the date such Shelf delivery of Registration Request;
(iv) any subsequent Registration Statement was filedis not declared effective by the Commission on or before the 120th calendar day following the delivery of a Registration Request (except in the event of a Subsequent Registration Extension, thenin which case a Registration Default will occur if such Registration Statement is not declared effective at the conclusion of such Subsequent Registration Extension);
(v) in connection with any Registration Statement, commencing the Company does not execute the Underwriting Agreement when required, such Underwriting Agreement does not comply with Section 6 hereof, the Company does not provide customary legal opinions (including a 10b-5 statement) or a customary comfort letter in connection with such Underwriting Agreement, or the Company does not comply with any other material agreements or satisfy any other material conditions set forth in such Underwriting Agreement; provided that such events shall constitute a Registration Default (as defined below) only if such events have not been cured by the 30th calendar day following the Closing Date or the delivery of a Registration Request, as applicable, and then such Registration Default shall be deemed to begin on the day after either such required date30th day; and provided, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum further, for the first 90 days immediately following avoidance of doubt, any such dateRegistration Default shall only exist until such default is cured; and provided, further, to the extent any such Additional Interest rate increasing by an additional 0.25% per annum at failure to comply with such agreements or satisfy such conditions relates to deficiencies in the beginning of each subsequent 90-day period; or
Registration Statement (c) if applicable, or changes in circumstances after the Shelf Registration Statement has been declared effective and become effective), such Shelf failure may be cured through the filing of appropriate amendments or supplements to such Registration Statement ceases to be effective at any time prior and entering into a new Underwriting Agreement (so long as the foregoing agreements and conditions are met with respect to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodnew Underwriting Agreement); (each such event referred to in the foregoing clauses (a), i) through (b) and (cv), a “Registration Default”), provided, however, that the Additional Interest rate on Company hereby agrees to pay liquidated damages (“Liquidated Damages”) with respect to the Securities shall not accrue under more than one Notes from and including the day following the Registration Default at any one time and at no time shall to but excluding the aggregate amount earlier of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion of day two years following the Registered Exchange Offer (in the case of clause (a) above), Closing Date and (2) upon the filing day on which the Registration Default has been cured to each Holder cash in an amount per month equal to 0.25% of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness accreted principal amount of the Shelf Registration Statement Notes (in the case of clause (b)(ii) abovesuch Liquidated Damages to accrue daily and be paid monthly), increasing by an additional 0.25% for each additional 90 day period during which time a Registration Default has occurred and is continuing, up to a maximum of 1.0%.
(b) Liquidated Damages shall accrue daily. All accrued Liquidated Damages shall be paid in arrears to Record Holders by the Company on each Damages Payment Date by wire transfer of immediately available funds or by federal funds check. Following the cure of all Registration Defaults, the further accrual of Liquidated Damages with respect to all Notes will cease. All Liquidated Damages shall be computed on the basis of a 360-day year composed of twelve 30-day months.
(3c) upon The parties hereto agree that the effectiveness Liquidated Damages provided for in this Section 7 constitute a reasonable estimate of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case damages that may be, shall cease to accrue. Any amounts of Additional Interest due as a result be incurred by Holders by reason of a Registration Default shall be payable in cash on and that such Liquidated Damages are the same original interest payment dates as the Securitiesonly monetary damages available to Holders with respect to a Registration Default.
Appears in 1 contract
Sources: Share Loan Registration Rights Agreement (Nova Biosource Fuels, Inc.)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if of Registrable Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) if the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission on or prior to the 90th day following the Closing Date, then commencing on the 91st day after the Closing Date, Registration Default Damages shall accrue on the Securities and shall be computed by increasing the date required applicable dividend rate of the Preferred Stock for the relevant period by Section 3(b0.25% per year for the first 90 days from and including such 91st day after the Closing Date and .50% per annum thereafter (it being understood that Registration Default Damages shall not exceed 0.50% per annum);
(b) hereof or (ii) such if the Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th 180th day following the date such Shelf Registration Statement was filedClosing Date, then, then commencing on the 181st day after either such required datethe Closing Date, Additional Interest Registration Default Damages shall accrue on the principal amount Securities and shall be computed by increasing the applicable dividend rate of the Securities at a rate of Preferred Stock for the relevant period by 0.25% per annum year for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25181st day after the Closing Date and .50% per annum at the beginning of each subsequent 90-day periodthereafter (it being understood that Registration Default Damages shall not exceed 0.50% per annum); or
(c) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement but ceases to be effective (other than pursuant to Section 3(i) hereof) at any time prior to the one year anniversary of its effective date prior to all Securities covered by during the Shelf Registration Statement having been soldPeriod, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such the Shelf Registration Statement ceases to be effective, such Additional Interest Registration Default Damages shall accrue on the Securities and shall be computed by increasing the applicable dividend rate increasing of the Preferred Stock for the relevant period by an additional 0.25% per year for the first 90 days from and including such date on which the Shelf Registration Statement ceases to be effective and .50% per annum at thereafter (it being understood that Registration Default Damages shall not exceed 0.50% per annum); or
(d) if the beginning aggregate duration of each subsequent 90-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; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate Default Damages shall accrue on the Securities and shall be computed by increasing the applicable dividend rate of the Preferred Stock for the relevant period by 0.25% per year for the first 90 days from and including such date, and .50% per annum thereafter (it being understood that Registration Default Damages shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00.50% per annum); provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause paragraph (b)(ia) above), (2) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iib) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)abovec) above), Additional Interest or (4) upon the termination of the Deferral Period that caused the limit on the Securities as aggregate duration of Deferral Periods in a result period set forth in Section 3(i) to be exceeded (in the case of such clause paragraph (or the relevant subclause thereofd) above), as the case may be, Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall Damages will be payable to the holders entitled thereto, in cash the manner provided for the payment of dividends in the Certificate of Designation.
(e) No Registration Default Damages will accrue or be payable on the same original interest payment dates as Underlying Common Stock. Registration Default Damages that have accrued on the SecuritiesSecurities will be cancelled upon conversion of the Preferred Stock into the Underlying Common Stock.
Appears in 1 contract
Sources: Registration Rights Agreement (Medis Technologies LTD)
Registration Defaults. The Issuers and Company shall pay additional amounts (the Initial Purchasers agree that "Additional Amounts") to the Holders will suffer damages if of CZARS in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain CZARS after the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, events listed below as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) if the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by on or prior to the date required by 90th day following the Closing Date (subject to extension as provided in Section 3(b3(i)), then commencing on the 91st day after the Closing Date; or
(b) hereof or (ii) such the Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th 150th day following the date such Shelf Registration Statement was filedClosing Date (subject to extension as provided in Section 3(i)), then, then commencing on the 151st day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodClosing Date; or
(c) if applicable, the Shelf Registration Statement has been declared effective and such but ceases to be effective (other than pursuant to Section 3(i) hereof) at any time during the Shelf Registration Period, then commencing on the day the Shelf Registration Statement ceases to be effective at any time prior without being succeeded within five Business Days by a post-effective amendment to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold; or
(d) 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(i) hereof, then Additional Interest shall accrue commencing on the principal amount day the aggregate duration of Deferral Periods in any period exceeds the Securities number of days permitted in respect of such period. The Additional Amounts payable for any period from and including the date of occurrence of an event of default, as specified above, shall accrue: o in respect of any CZAR that is a Registrable Security, at a rate of per year equal to 0.25% per annum for the first 90 days commencing on after the day occurrence of such Shelf Registration Statement ceases event and 0.5% thereafter of the Accreted Value thereof; and o in respect of any shares of Common Stock into which the CZARS have been converted that is a Registrable Security, at a rate per year equal to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at for the beginning first 90 days after the occurrence of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that 0.5% thereafter of the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annumthen Applicable Conversion Price; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause paragraph (b)(ia) above), (2) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iib) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)abovec) above), or (4) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (d) above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, Amounts shall cease to accrue. Any amounts Notwithstanding anything herein to the contrary, Additional Amounts shall cease to accrue at the time of Additional Interest due as a result expiration of a the Company's obligation to keep the Shelf Registration Default shall be payable in cash on the same original interest payment dates as the SecuritiesStatement continuously effective pursuant to Section 2(c) above.
Appears in 1 contract
Registration Defaults. The Issuers and (a) If any of the Initial Purchasers agree that following events shall occur, then the Company shall pay liquidated damages (the "Registration Default Damages") to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(i) if (a) neither (x) the Registered Exchange Offer is not completed on or prior to completed, nor (y) if required, the 360th day after Shelf Registration Statement is declared effective, within, in each case, 300 days of the Issue Closing Date, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days immediately following each date, from and including such Additional Interest rate specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod 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
(bii) notwithstanding that the Issuers have consummated or will consummate a Registered Exchange Offer, if the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th 300th day following the date the filing of such Shelf Registration Statement was filedis required or requested pursuant to Section 3(a), then, commencing on the day after either such required date, Additional Interest then Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days immediately following from and including such date, such Additional Interest rate specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod 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
(ciii) subject to the last sentence of Section 4(k)(ii) above, if applicable, 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 at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf effective, Registration Statement having been sold, then Additional Interest Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days commencing from and including such 31st day or 61st day, as applicable, following the date on the day which such Shelf Registration Statement ceases to be effective, such Additional Interest rate effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod thereafter; (each 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 event referred to in (a), (b) and (c), a “Registration Default”), Registrable Securities; provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that upon (1) upon the completion of the Registered Exchange Offer (in the case of clause paragraph (ai) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iiii) above), or ) and (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)aboveiii) above), Additional Interest Registration Default Damages shall cease to accrue.
(b) The Issuers shall notify the Trustee within one Business Day after each and every date on the Securities as a result which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such clause (or the relevant subclause thereof), as the case may be, shall Registration Default Damages cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall Damages due pursuant to paragraphs (i), (ii) or (iii) of this Section 8(a) will be payable in cash on the same original each interest payment dates as date specified by the SecuritiesIndenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue.
(c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (Nalco Energy Services Equatorial Guinea LLC)
Registration Defaults. The (a) If any of the following events shall occur, then the Issuers and the Initial Purchasers agree that Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(i) if (a) neither (x) the Registered Exchange Offer is not completed on or prior to completed, nor (y) if required, the 360th day Shelf Registration Statement is declared effective, within, in each case, 360 days after the Issue DateOctober 12, 2010, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days immediately following each date, from and including such Additional Interest rate specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod 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
(bii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th 360th day following the date the filing of such Shelf Registration Statement was filedis required or requested pursuant to Section 3(a), then, commencing on the day after either such required date, Additional Interest then Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days immediately following from and including such date, such Additional Interest rate specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod 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
(ciii) subject to the last sentence of Section 4(k)(ii) above, if applicable, 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 at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf effective, Registration Statement having been sold, then Additional Interest Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days commencing from and including such 31st day or 61st day, as applicable, following the date on the day which such Shelf Registration Statement ceases to be effective, such Additional Interest rate effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod thereafter; (each 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 event referred to in (a), (b) and (c), a “Registration Default”), Registrable Securities; provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that upon (1) upon the completion of the Registered Exchange Offer (in the case of clause paragraph (ai) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iiii) above), or ) and (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)aboveiii) above), Additional Interest Registration Default Damages shall cease to accrue.
(b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on the Securities as a result which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such clause (or the relevant subclause thereof), as the case may be, shall Registration Default Damages cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall Damages due pursuant to Section 8(a) will be payable in cash on the same original each interest payment dates as date specified by the SecuritiesIndenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue.
(c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.
Appears in 1 contract
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) if the Registered Exchange Offer Shelf Registration Statement (which shall be, if the Company is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) is not completed filed with the Commission on or prior to the 360th 120th day after following the Issue Closing Date, then commencing on the 121st day after such datethe Closing Date, Additional Interest Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.25121st day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) if the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 60th 210th day following the date such Shelf Registration Statement was filedClosing Date, then, then commencing on the 211th day after either such required datethe Closing Date, Additional Interest Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25211th day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the Shelf Registration Statement has been declared or becomes effective and such Shelf Registration Statement but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time prior to the one year anniversary of its effective date prior to all Securities covered by during the Shelf Registration Statement having been soldPeriod and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Deferral Period is then Additional Interest in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 days from and including the day following such tenth Business Day and 0.50% per annum thereafter; or
(d) if 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 then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(e) 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(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 Shelf period, Registration Statement ceases to be effective, such Additional Interest Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate increasing by an additional of 0.25% per annum at for the beginning of each subsequent 90-day period; (each first 90 days from and including such event referred to in (a)date, (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00.50% per annumannum thereafter; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause paragraph (b)(ia) above), (2) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iib) above), or (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause paragraph (c)abovec) above), Additional Interest (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above) or (5) upon the termination of the Deferral Period that caused the limit on the Securities as aggregate duration of Deferral Periods in a result period set forth in Section 3(i) to be exceeded (in the case of such clause paragraph (or the relevant subclause thereofe) above), as the case may be, Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall Damages due pursuant to this Section 7 will be payable in cash on the same original next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Registration Default Damages are accruing, the Company will prorate the Registration Default Damages payable with respect to such Note. The Registration Default Damages rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Other than the Company’s obligation to pay Registration Default Damages in accordance with this Section 7, neither the Company nor the Operating Partnership will have any liability for damages with respect to a Registration Default. Notwithstanding any provision in this Agreement, in no event shall Registration Default Damages accrue to holders of Common Stock issued upon exchange of Notes. In lieu thereof, the Company shall increase the Exchange Rate (as defined in the SecuritiesIndenture) by 3% for each $1,000 principal amount of Notes exchanged at a time when such Registration Default has occurred and is continuing. In no event shall Registration Default Damages, together with Additional Interest (as defined in the Indenture) relating to a Reporting Event of Default (as defined in the Indenture), accrue on the Notes at a per annum rate, in the aggregate, in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay such Registration Default Damages and Additional Interest.
Appears in 1 contract
Sources: Registration Rights Agreement (Extra Space Storage Inc.)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, Company shall pay additional interest on (the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each Holders of which shall be given independent effect):Registrable Securities in respect of the Registrable Securities as follows:
(a) the Registered Exchange Offer if any Registration Statement required by this Agreement is not completed declared effective by the Commission on or prior to to, in the 360th day after case of any required Exchange Offer Registration Statement, the Issue DateExchange Offer Effectiveness Deadline, and, in the case of any required Shelf Registration Statement, the Shelf Effectiveness Deadline, then commencing on the day after such dateExchange Offer Effectiveness Deadline or Shelf Effectiveness Deadline, as applicable, Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing by an additional specified date and 0.25% per annum at the beginning end of each subsequent 90-day periodperiod thereafter in each case until the Registration Statement, if required hereby, becomes effective or the Securities become freely tradable under the Securities Act, up to a maximum increase of 1.00% per annum; or
(b) the Issuers are if any Registered Exchange Offer required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement this Agreement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or completed prior to the 60th day following the date such Shelf Registration Statement was filedExchange Offer Completion Date, then, commencing on the day after either such required date, then Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by an additional Exchange Offer Completion Date and 0.25% per annum at the beginning end of each subsequent 90-day periodperiod thereafter in each case until the Registered Exchange Offer required by this Agreement is completed or the Securities become freely tradable under the Securities Act, up to a maximum increase of 1.00% per annum; or
(c) if applicable, the Shelf any Registration Statement required by this Agreement has been declared effective and such Shelf Registration Statement but ceases to be effective at any time prior at which it is required to be effective under this Agreement without being succeeded within one Business Day by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective on the one year anniversary same Business Day of its effective date prior to all Securities covered by filing, then commencing on the Shelf day the Registration Statement having been soldceases to be effective, then Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days commencing on the day from and including such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional specified date and 0.25% per annum at the beginning end of each subsequent 90-day periodperiod thereafter in each case until the Registration Statement, if required hereby, becomes effective or the Securities become freely tradable under the Securities Act, up to a maximum increase of 1.00% per annum; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall may not accrue under more than one Registration Default of the foregoing clauses at any one time time; and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion effectiveness of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause paragraph (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(iia) above), or (32) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)abovec) above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Furthermore, no incremental Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securitiesaccrue during any Deferral Period.
Appears in 1 contract
Sources: Registration Rights Agreement (Xerium Technologies Inc)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Company shall pay liquidated damages (the "Registration Default Damages") to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) the Registered Exchange Offer if any Registration Statement required by this Agreement is not completed filed with the Commission on or prior to the 360th 90th day after following the Issue Datedate of original issuance of the Securities, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.25specified date and 0.50% per annum at the beginning of each subsequent 90-day period; orthereafter;
(b) the Issuers are if any Registration Statement required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement this Agreement is not declared effective by the Commission on or prior to the 60th 195th day following the date such Shelf Registration Statement was filedof original issuance of the Securities, then, then commencing on the day after either such required specified date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25specified date and 0.50% per annum at the beginning of each subsequent 90-day period; orthereafter;
(c) if applicable, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time on or prior to the one year anniversary 225th day following the date of its effective date prior to all Securities covered by original issuance of the Shelf Securities, Registration Statement having been sold, then Additional Interest Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such specified date and 0.50% per annum thereafter; or
(d) 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 such Shelf the Registration Statement ceases to be effective, such Additional Interest Registration Default Damages shall accrue on the Registrable Securities at a rate increasing by an additional of 0.25% per annum at for the beginning of each subsequent 90-day period; (each first 90 days from and including such event referred date on which the Registration Statement ceases to in (a), (b) be effective and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00.50% per annumannum thereafter; provided, further, however, that (1) upon the completion filing of the Registered Exchange Offer Registration Statement (in the case of clause paragraph (a) above), (2) upon the filing effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(ib) above), (3) upon the consummation of the Registered Exchange Offer or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iic) above), or (34) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)aboved) above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, Registration Default Damages shall cease to accrue. Any amounts At no time will the aggregate of Additional Interest due as a result of a any such Registration Default shall be payable in cash on the same original interest payment dates as the SecuritiesDamages accrue at a rate greater than 0.50% per annum.
Appears in 1 contract
Sources: Registration Rights Agreement (Brinker International Inc)
Registration Defaults. The Issuers and (a) If any of the Initial Purchasers agree that following events shall occur, then the Issuer shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(i) if (a) neither (x) the Registered Exchange Offer is not completed on or prior to completed, nor (y) if required, the 360th day after Shelf Registration Statement is declared effective, within, in each case, 375 days of the Issue Closing Date, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum on the Accreted Value such Registrable Securities for the first 90 days immediately following each date, from and including such Additional Interest rate specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the Accreted Value of such Registrable Securities; or
(bii) notwithstanding that the Issuers are Issuer has consummated or will consummate a Registered Exchange Offer, if the Issuer is required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th 375th day following the date the filing of such Shelf Registration Statement was filedis required or requested pursuant to Section 3(a), then, commencing on the day after either such required date, Additional Interest then Registration Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum on the Accreted Value of such Registrable Securities for the first 90 days immediately following from and including such date, such Additional Interest rate specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum on the Accreted Value of such Registrable Securities; or
(ciii) subject to the last sentence of Section 4(k)(ii) above, if applicable, 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 at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf effective, Registration Statement having been sold, then Additional Interest Default Damages shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum on the Accreted Value of such Registrable Securities for the first 90 days commencing from and including such 31st day or 61st day, as applicable, following the date on the day which such Shelf Registration Statement ceases to be effective, such Additional Interest rate effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod thereafter; (each provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum on the Accreted Value of such event referred to in (a), (b) and (c), a “Registration Default”), Registrable Securities; provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that upon (1) upon the completion of the Registered Exchange Offer (in the case of clause paragraph (ai) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iiii) above), or ) and (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause paragraph (c)aboveiii) above), Additional Interest Registration Default Damages shall cease to accrue.
(b) The Issuer shall notify the Trustee within one Business Day after each and every date on the Securities as a result which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such clause (or the relevant subclause thereof), as the case may be, shall Registration Default Damages cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall Damages due pursuant to Section 8(a) will be payable in cash on the same original each interest payment dates as date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. For purposes of this Section 8, the term “Registrable Securities” shall mean the average Accreted Value of the Registrable Securities. Any Registration Default Damages accrued on Registrable Securities pursuant to this Section 8 shall be, (i) if such Registration Default Damages accrue on or prior to August 1, 2011, added to the Accreted Value of each such Registrable Security, and (ii) if such Registration Default Damages accrue after August 1, 2011, payable in cash, in each case, semiannually on each February 1 and August 1 (to the Holders of record on the January 15 and July 15 immediately preceding such dates), commencing with the first such date occurring after such Registration Default Damages commences to accrue.
(c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (Global Media USA, LLC)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur as a result of the Holders will suffer damages if Company’s failure to satisfy its obligations hereunder (each, a “Registration Default”), then the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, Company shall pay additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):Holders as follows:
(a) if the Registered Exchange Offer is Shelf Registration Statement has not completed been filed with the Commission and become or declared effective, as the case may be, on or prior to the 360th 365th day after the Issue Closing Date, then commencing on the 366th day after such datethe Closing Date, Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25from and including the 366th day after the Closing Date and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) if the Issuers are required by Section 3(a) hereof to file a 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 (i) such Shelf Registration Statement is not filed in connection with the Commission by the date required by Section 3(b) hereof a Deferral Period or (ii) such 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 Statement Period and the Company does not cure the lapse of effectiveness or usability within 10 Business Days (or, if a Deferral Period is not declared effective by the Commission on or prior then in effect and subject to the 60th day 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 date expiration of such Shelf Registration Statement was filedDeferral Period or period permitted pursuant to Section 2(d)), then, commencing on the day after either such required date, then Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 days immediately from and including the day following such date, such Additional Interest rate increasing by an additional 0.2510th Business Day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the Company through its omission fails to name a Holder as a selling securityholder and such selling securityholder had complied timely with its obligations hereunder in a manner to entitle such selling securityholder to be so named in (i) the Shelf Registration Statement has been declared at the time it first became effective and such Shelf Registration Statement ceases to be effective or (ii) any Prospectus at any the later of time prior to of filing thereof or the one year anniversary of its effective date prior to all Securities covered by time the Shelf Registration Statement having been soldof which the Prospectus forms a part becomes effective, then Additional Interest shall accrue accrue, on the aggregate outstanding principal amount of the Securities Notes held by such ▇▇▇▇▇▇, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter, until such selling securityholder is so named; or
(d) 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(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 Shelf Registration Statement ceases to be effectiveperiod, such Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes at a rate increasing by an additional of 0.25% per annum at for the beginning of each subsequent 90-day period; (each first 90 days from and including such event referred to in (a)date, (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00.50% per annumannum thereafter; provided, further, however, that (1) upon the completion filing and effectiveness (whether upon such filing or otherwise) of the Registered Exchange Offer Shelf Registration Statement (in the case of clause paragraph (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause paragraph (c)aboveb) above), (3) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (c) above), (4) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in 3(i) to be exceeded (in the case of paragraph (d) above), or (5) in any case, notwithstanding the preceding clauses (1) through (4), upon the earlier of the two dates provided in clauses (i) and (ii) of Section 2(b), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall pursuant to this Section 7 will be payable in cash on the same original interest next succeeding Interest Payment Date (as defined in the Indenture) to Holders entitled to receive such Additional Interest on the relevant record dates for the payment dates of Additional Interest. If any Note ceases to be outstanding during any period for which Additional Interest is accruing, the Company will prorate the Additional Interest payable with respect to such Note. The Additional Interest rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Additional Interest would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Additional Interest rate shall be the higher rate of 0.50% per annum. Notwithstanding any provision in this Agreement, in no event shall interest, including Additional Interest, accrue to holders of Company Common Units issued upon conversion of Notes, except in the case of Notes that are surrendered for conversion after 5:00 p.m., New York City time, on June 1, 2026, or, if the Company has specified a Fundamental Change Purchase Date (as defined in the SecuritiesIndenture) that is after a Regular Record Date (as defined in the Indenture) and on or prior to the corresponding Interest Payment Date (as defined in the Indenture) and such Notes are surrendered for conversion after such Regular Record Date and on or prior to such Interest Payment Date.
Appears in 1 contract
Sources: Registration Rights Agreement (Nextera Energy Partners, Lp)
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) The Company further agrees that, in the Registered Exchange Offer is not completed on or prior to event that the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is has not been filed with within 30 calendar days after the Commission by the date required by Section 3(b) hereof or Closing Date, (ii) such Shelf Registration Statement is has not been declared effective by the Commission on or prior SEC within 90 calendar days after the Closing Date, if the SEC determines not to the 60th day following the date review such Shelf Registration Statement was filedStatement, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ciii) if applicable, the Shelf Registration Statement has not been declared effective and by the SEC within 120 calendar days after the Closing Date, if the SEC determines to review such Shelf Registration Statement, or (iv) after such Registration Statement is declared effective by the SEC, is suspended by the Company or ceases to be remain continuously effective at any time prior to the one year anniversary of its effective date prior as to all Registrable Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases which it is required to be effective, such Additional Interest rate increasing other than for the time periods permitted by an additional 0.25% per annum at the beginning last sentence of each subsequent 90-day period; Section 6.3(c) (each such event referred to in clauses (ai), (bii), (iii) and (civ), a “Registration Default”), for any 30-day period or portion thereof (a “Penalty Period”) during which the Registration Default remains uncured (which initial 30-day period shall commence on the date of such Registration Default), the Company shall promptly pay, in cash, to each Purchaser 1% of such Purchaser’s aggregate Purchase Price for such Purchaser’s Registrable Securities purchased pursuant to this Agreement for each Penalty Period during which the Registration Default remains uncured (a “Registration Penalty”); provided, however, that if a Purchaser fails to provide the Additional Interest rate on Company with any information that is required to be provided in the Securities Registration Statement with respect to such Purchaser, then the commencement of the Penalty Period described above shall not accrue under be extended for such Purchaser until two business days following the date of receipt by the Company of such required information from such Purchaser; provided further, that the amount payable to any Purchaser hereunder for any partial Penalty Period shall be prorated for the number of actual days during such Penalty Period during which a Registration Default remains uncured; and provided further that in no event shall the Company be required to pay to any Purchaser pursuant to this Section 6.2 an aggregate amount that exceeds 10% of the aggregate Purchase Price paid by such Purchaser for such Purchaser’s Securities. Notwithstanding anything to the contrary contained in this Section 6.2, in no event shall the Company be liable to any Purchaser for more than one Registration Default at Penalty with respect to the same Registrable Securities during any 30-day period, even if more than one time and at no time event giving rise to a Registration Penalty occurs during such 30-day period. The payments provided for in this Section 6.2(a) shall constitute the aggregate amount of Additional Interest accruing exceed in Purchasers’ exclusive monetary remedy for any Registration Default, but shall not affect the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion right of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased Purchasers to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securitiesseek injunctive relief.
Appears in 1 contract
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur as a result of the Holders will suffer damages if Company’s failure to satisfy its obligations hereunder (each, a “Registration Default”), then the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, Issuer shall pay additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each Holders of which shall be given independent effect):the Notes as follows:
(a) if the Registered Exchange Offer is Shelf Registration Statement has not completed been filed with the Commission and become or been declared effective, as the case may be, on or prior to the 360th 90th day after the Issue Closing Date, then commencing on the 91st day after such datethe Closing Date, Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25from and including the 91st day after the Closing Date and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) if the Issuers are required by Section 3(a) hereof to file a 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 (i) such Shelf Registration Statement is not filed in connection with the Commission by the date required by Section 3(b) hereof a Deferral Period or (ii) such as a result of the filing of 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 Statement Period and the Company does not cure the lapse of effectiveness or usability within 10 Business Days (or, if a Deferral Period is not declared effective by the Commission on or prior then in effect and subject to the 60th day 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 date expiration of such Shelf Registration Statement was filedDeferral Period or period permitted pursuant to Section 2(d)), then, commencing on the day after either such required date, then Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 days immediately from and including the day following such date, such Additional Interest rate increasing by an additional 0.2510th Business Day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the Company through its omission fails to name a Holder as a selling securityholder and such H▇▇▇▇▇ had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement has been declared at the time it first became effective and such Shelf Registration Statement ceases to be effective or (ii) any Prospectus at any the later of time prior to of filing thereof or the one year anniversary of its effective date prior to all Securities covered by time the Shelf Registration Statement having been soldof which the Prospectus forms a part becomes effective, then Additional Interest shall accrue accrue, on the aggregate outstanding principal amount of the Securities Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter, which Additional Interest shall be payable separately to such Holder at the account specified in writing by such Holder to the Company; or
(d) 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(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 Shelf Registration Statement ceases to be effectiveperiod, such Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes at a rate increasing by an additional of 0.25% per annum at for the beginning of each subsequent 90-day period; (each first 90 days from and including such event referred to in (a), (b) date and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00.50% per annumannum thereafter; provided, further, however, that (1) upon the completion filing and effectiveness (whether upon such filing or otherwise) of the Registered Exchange Offer Shelf Registration Statement (in the case of clause paragraph (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause paragraph (c)aboveb) above), (3) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (c) above), (4) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (d) above), or (5) in any case, notwithstanding the preceding clauses (1) through (4), upon the earlier of the two dates provided in clauses (i) and (ii) of Section 2(b), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due pursuant to this Section 7 will be payable in arrears on each Interest Payment Date (as defined in the Indenture) following accrual in the same manner as regular interest on the Notes as described in the Indenture and shall be in addition to any remedy relating to the failure to comply with the Issuer’s obligations under Section 4.06(b) of the Indenture. If any Note ceases to be outstanding during any period for which Additional Interest is accruing (other than as a result of the Holder exercising its exchange rights pursuant to Article 14 of the Indenture), the Issuer will prorate the Additional Interest payable with respect to such Note. The Additional Interest rate on the Notes payable under this Agreement shall not exceed in the aggregate 0.50% per annum and shall not be payable on all of the Notes under more than one clause above for any given period of time, except that if Additional Interest would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Additional Interest rate shall be the higher rate of 0.50% per annum. Other than the Issuer’s obligation to pay Additional Interest and/or increase the Exchange Rate, in each case, in accordance with this Section 7, neither the Company nor the Issuer will have any liability for damages with respect to a Registration Default. Notwithstanding any provision in this Agreement, if a Registration Default occurs after a Holder has exchanged its Notes for cash and, if applicable, Company Common Shares, such Holder shall not be entitled to any Additional Interest with respect to such Company Common Shares. In lieu thereof, the Exchange Rate (as defined in the Indenture) shall be payable in cash on increased by 3.00% for each $1,000 principal amount of Notes exchanged at a time when such Registration Default has occurred and is continuing; provided, however, that (i) the foregoing adjustment shall not be applied more than once to the same original interest payment dates as $1,000 principal amount of Notes and (ii) if a Registration Default occurs after a Holder has exchanged its Notes, such Holder shall not be entitled to any compensation with respect to the Securitiesconsideration received upon such exchange.
Appears in 1 contract
Sources: Registration Rights Agreement (Corporate Office Properties Trust)
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) The occurrence of any of the Registered Exchange Offer is following events constitutes a "Registration Default":
(i) if by August 15, 1997 either the Preferred Stock Registration Statement or the Warrant Registration Statement has not completed on or prior to been declared effective by the 360th day after the Issue Date, then commencing Commission;
(ii) if on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first date 90 days immediately following each datethe receipt by the Company of a Demand Notice, such Additional Interest rate increasing the applicable Common Stock Registration Statement has not been declared effective by an additional 0.25% per annum at the beginning of each subsequent 90-day periodCommission; or
(iii) with respect to any of the Registration Statements, if after a Registration Statement is declared effective (A) such Registration Statement thereafter ceases to be effective; or (B) such Registration Statement or the related prospectus ceases to be usable (in each case except as permitted in paragraph (c) below) in connection with the issuance or resales of the Securities covered thereby in accordance with and during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder.
(b) Upon the Issuers are required by occurrence of a Registration Default
(i) with respect to the Preferred Stock Registration Statement or the Warrant Registration Statement, the dividend rate payable on the Preferred Stock as set forth in Section 3(a) hereof of the Certificate of Designation will increase to file a Shelf 6.5% until such time as the Registration Default has been cured (or such Registration Statement is no longer required to be effective pursuant to the terms hereof); and
(ii) with respect to a Common Stock Registration Statement the Company will be required to pay to the holders of the Preferred Stock that gave the Demand Notice with respect thereto or that joined therein pursuant to Section 1(b), on each share of Preferred Stock then owned by such holder (other than Registered Preferred Stock), an amount equal to 2% of the Liquidation Preference of such Preferred Stock (as defined in the Certificate of Designation with respect thereto) (the "Registration Default Amount"), payable for each month during which there has occurred a Registration Default for at least 15 days until such time as such Registration Default has been cured (or such Registration Statement is no longer required to be effective pursuant to the terms hereof). With respect to each month for which the Registration Default Amount is payable, such payment will be made within five business days following the end of such month (i) by certified check or bank check or (ii) through the issuance of a number of additional shares (or fractional shares) of Preferred Stock (the "Other Shares") equal to the Registration Default Amount divided by the Stated Value (as defined in the Certificate of Designation with respect thereto) of the Preferred Stock, to the holders of Preferred Stock at such address as appears for the holder on the record books of the Company (or at such other address as such holder shall hereafter give to the Company by written notice).
(c) A Registration Default referred to in Section 5(a)(iii) shall be deemed not to have occurred and be continuing in relation to the applicable Registration Statement or the related prospectus if (i) such Shelf Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not filed yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Commission by Company that would need to be described in such Registration Statement or the date required by Section 3(b) hereof or related prospectus and (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) abovey), (2) upon the filing of the Shelf Company proceeds promptly and in good faith to amend or supplement such Registration Statement (and related prospectus to describe such events if the Company has determined in the good faith that there are no material legal or commercial impediments in so doing; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above)45 days, or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be deemed to have occurred and the applicable dividend rate or Registration Default Amount shall be payable in cash on accordance with the same original interest payment dates as above paragraph following such date.
(d) A Registration Default with respect to the SecuritiesCommon Stock Registration Statement shall be deemed not to have occurred and be continuing if (i) such Registration Default consists of the failure of the Common Stock Registration Statement to be declared effective by the Commission due to the refusal of the Commission to allow the Company to use the Common Stock Registration Statement for its intended purposes and (ii) at such time the Preferred Stock Registration Statement is effective and there is no Registration Default referred to in Section 5(a)(iii) with respect to the Preferred Stock Registration Statement; provided, however, if the failure described in cause (i) continues beyond 90 days, a Registration Default shall be deemed to have occurred and the Registration Default Amount shall be payable in accordance with paragraph (b) above following such date.
Appears in 1 contract
Sources: Registration Rights Agreement (Winstar Communications Inc)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, Company shall pay additional interest on the Notes (( “Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):Holders as follows:
(a) if the Registered Exchange Offer Shelf Registration Statement (which shall be, if the Company is then a WKSI, an Automatic Shelf Registration Statement) is not completed filed with the Commission on or prior to the 360th day after the Issue DateApril 30, 2007, then commencing on the day after such dateMay 1, 2007, Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.25% per annum for the first 90 days immediately following each datefrom and including May 1, such Additional Interest rate increasing by an additional 0.252007 and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) if the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 60th 270th day following the date such Shelf Registration Statement was filedClosing Date, then, then commencing on the 271st day after either such required datethe Closing Date, Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25271st day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the Shelf Registration Statement has been declared or become effective and such Shelf Registration Statement but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time prior to the one year anniversary of its effective date prior to all Securities covered by during the Shelf Registration Statement having been soldPeriod 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(e) 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(e)) then Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 days from and including the day following such tenth Business Day and 0.50% per annum thereafter; or
(d) if 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 then Additional Interest shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(e) 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(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 Shelf Registration Statement ceases to be effectiveperiod, such Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes at a rate increasing by an additional of 0.25% per annum at for the beginning of each subsequent 90-day period; (each first 90 days from and including such event referred to in (a)date, (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00.50% per annumannum thereafter; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause paragraph (b)(ia) above), (2) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iib) above), or (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause paragraph (c)abovec) above), (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above), (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (f) above), or (6) in any case, notwithstanding the preceding clauses (1) through (5), upon the earlier of the two dates provided in clauses (i) and (ii) of Section 2(c), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall pursuant to this Section 7 will be payable in cash on the same original next succeeding interest payment date to Holders entitled to receive such Additional Interest on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Additional Interest is accruing, the Company will prorate the Additional Interest payable with respect to such Note. The Additional Interest rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Additional Interest would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Additional Interest rate shall be the higher rate of 0.50% per annum. Notwithstanding any provision in this Agreement, in no event shall Additional Interest accrue to holders of Common Shares issued upon exchange of Notes. In lieu thereof, the Company shall increase the Conversion Rate (as defined in the SecuritiesIndenture) by 3% for each $1,000 principal amount of Notes exchanged at a time when such Registration Default has occurred and is continuing.
Appears in 1 contract
Sources: Registration Rights Agreement (First Industrial Lp)
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orIf:
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such the Shelf Registration Statement is not filed with the Commission by on or prior to the date required by Section 3(b) hereof or 90th day following the Closing Date; or
(ii) such the Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th 180th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodClosing Date; or
(ciii) if applicable, the Company has failed to perform its obligations set forth in Section 2(e)(i) within the time required therein; or
(iv) any post-effective amendment to a Shelf Registration Statement filed pursuant to Section 2(e) has been declared not become effective and such Shelf Registration Statement ceases to be effective at any time under the Securities Act on or prior to the one year anniversary Amendment Effectiveness Deadline Date; or
(v) the aggregate duration of its Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof (in each case except as the result of filing a post-effective date prior amendment solely to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an add additional 0.25% per annum at the beginning of each subsequent 90-day periodselling securityholders); (each such event referred to in the foregoing clauses (a), i) through (b) and (cv), a “Registration Default”), the Company hereby agrees to pay liquidated damages (“Liquidated Damages”) with respect to the Registrable Securities from and including the day following the Registration Default to but excluding the day on which the Registration Default has been cured:
(A) in respect of the Registrable Securities that are Securities, to each holder thereof, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, in an amount per year equal to an additional 0.25% of the principal amount of the Securities and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, in an amount per year equal to an additional 0.50% of the principal amount of the Securities; provided that in no event shall Liquidated Damages accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and
(B) in respect of Registrable Securities that are shares of Common Stock issued upon conversion of the Securities, to each holder thereof, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, in an amount per year equal to 0.25% of the principal amount of the converted Securities and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, in an amount per year equal to 0.50% of the principal amount of the converted Securities; provided, however, that in no event shall Liquidated Damages accrue at a rate per year exceeding 0.50% of the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate principal amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that converted Securities.
(1b) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default All accrued Liquidated Damages shall be payable paid in cash arrears to Record Holders by the Company on the same original interest payment dates as the Securities.each Damages Payment Date by wire transfer of immediately available funds or by federal funds
Appears in 1 contract
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, Company shall pay additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):Holders as follows:
(a) if the Registered Exchange Offer Shelf Registration Statement has not been filed with the Commission (and become effective upon such filing if the Company is then a WKSI or been declared effective if the Company is not completed then a WKSI) on or prior to the 360th 180th day after the Issue Closing Date, then commencing on the 181st day after such datethe Closing Date, Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25from and including the 181st day after the Closing Date and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) if the Issuers are required by Section 3(a) hereof to file a 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) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof a Deferral Period or (ii) such 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 Statement Period and the Company does not cure the lapse of effectiveness or usability within 10 Business Days (or, if a Deferral Period is not declared effective by the Commission on or prior then in effect and subject to the 60th day 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 date expiration of such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Deferral Period or period permitted pursuant to Section 2(d)) then Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 days immediately from and including the day following such date, such Additional Interest rate increasing by an additional 0.25tenth Business Day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, 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 has been declared at the time it first became effective and such Shelf Registration Statement ceases to be effective or (ii) any Prospectus at any the later of time prior to of filing thereof or the one year anniversary of its effective date prior to all Securities covered by time the Shelf Registration Statement having been sold, of which the Prospectus forms a part becomes effective then Additional Interest shall accrue accrue, on the aggregate outstanding principal amount of the Securities Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(d) 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(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 Shelf Registration Statement ceases to be effectiveperiod, such Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes at a rate increasing by an additional of 0.25% per annum at for the beginning of each subsequent 90-day period; (each first 90 days from and including such event referred to in (a)date, (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00.50% per annumannum thereafter; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause paragraph (b)(ia) above), (2) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iic) above), or (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (b) above), (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (c) above), (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in 3(i) to be exceeded (in the case of the first clause of this paragraph (c)abovee)), or (6) in any case, notwithstanding the preceding clauses (1) through (5), upon the earlier of the two dates provided in clauses (i) and (ii) of Section 2(b), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall pursuant to this Section 7 will be payable in cash on the same original next succeeding interest payment date to Holders entitled to receive such Additional Interest on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Additional Interest is accruing, the Company will prorate the Additional Interest payable with respect to such Note. The Additional Interest rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Additional Interest would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Additional Interest rate shall be the higher rate of 0.50% per annum. Notwithstanding any provision in this Agreement, in no event shall interest, including Additional Interest, accrue to holders of shares of Company Common Stock issued upon exchange of Notes. In lieu thereof, the Operating Partnership shall increase the Exchange Rate (as defined in the SecuritiesIndenture) by 3% for each $1,000 principal amount of Notes exchanged at a time when such Registration Default has occurred and is continuing.
Appears in 1 contract
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount Each event described in any of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and clauses (i) such Shelf through (iv) is individually referred to herein as a “Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orDefault”:
(ci) if applicableso required to be filed pursuant to Section 1(a), the Shelf Registration Statement has not been filed on or prior to December 24, 2007, as such date may be extended pursuant to Section 2(h)(iii);
(ii) if so required to be declared effective and such Shelf Registration Statement ceases pursuant to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by Section 1(a), the Shelf Registration Statement having has not been sold, then Additional Interest shall accrue on the principal amount of declared effective under the Securities Act on or prior to March 24, 2008, as such date may be extended pursuant to Section 2(h)(iii);
(iii) the Shelf Registration Statement shall cease to be effective during the Shelf Registration Period; or
(iv) (A) the aggregate duration of any Deferral Period arising from an event described in Section 2(h)(iii) exceeds 60 days, (B) the aggregate duration of all Deferral Periods arising from events described in Section 3(h)(iii) exceeds 90 days in any 12-month period or (C) a Deferral Period arising from an event described in Section 3(h)(iii) is invoked more than twice in any 12-month period.
(b) Commencing on (and including) any date that a Registration Default has begun and ending on (but excluding) the next date on which there are no Registration Defaults that have occurred and are continuing (a “Damages Accrual Period”), the Company shall pay, as liquidated damages and not as a penalty, to Holders of record of Registrable Shares included (or proposed to be included, if not filed or effective) in the Shelf Registration Statement an amount (the “Liquidated Damages”) accruing, for each day in the Damages Accrual Period, with respect to a Registration Default applicable to the Shelf Registration Statement, in respect of any share of Hybrid Preferred Stock, at a rate of 0.25equal to 0.50% per annum of the Liquidation Preference then in effect for the first 90 days commencing on 90-day period from (and including) the day date of such Shelf Registration Statement ceases to be effectiveDefault, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of and thereafter for each subsequent 90-day period; period at an additional rate of 0.25% of the Liquidation Preference then in effect for each subsequent 90-day period (each such event referred to in (a), (b) and (c), a the “Registration DefaultLiquidated Damages Rate”), provided, however, that . Liquidated Damages shall accrue from and including the Additional Interest rate on date of the Securities shall not accrue under more than one applicable Registration Default at any one time and at no time shall to (but excluding) the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annumdate on which all Registration Defaults have been cured; provided, further, however, that (1) upon the completion Liquidated Damages shall not exceed a maximum rate of 2.00% per annum of the Registered Exchange Offer Liquidation Preference then in effect (in the case “Maximum Rate”). Notwithstanding the foregoing, no Liquidated Damages shall cumulate as to any Registrable Share from and after the earlier of clause (ax) above), the date such security is no longer a Registrable Share and (2y) upon the filing expiration of the Shelf Registration Statement Period.
(in c) The Liquidated Damages shall cumulate from the case of clause (b)(i) above) or upon the effectiveness first day of the Shelf Registration Statement (in the case of clause (b)(ii) above)applicable Damages Accrual Period, or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default and shall be payable in cash on each Damages Payment Date during the same original interest payment dates Damages Accrual Period to the Holder of record of the Registrable Shares on the Record Date immediately preceding the applicable Damages Payment Date (and on the Damages Payment Date next succeeding the end of the Damages Accrual Period if the Damages Accrual Period does not end on a Damages Payment Date) to the Holders of record of the Registrable Shares as of the Securitiesdate that such Damages Accrual Period ends.
(d) Subject to Section 6(e), the parties agree that the sole monetary damages payable for any Registration Default shall be the Liquidated Damages. The parties further agree that the Liquidated Damages provided for in this Section 5 constitute a reasonable estimate of the monetary damages that may be incurred by Holders of Registrable Shares by reason of any Registration Default.
(e) Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and affirms that in the event of its breach of this Agreement, the Liquidated Damages may be inadequate and the Holders may have no adequate remedy at law. Accordingly, the Company agrees that the Holders shall have the right, in addition to any other rights and remedies existing in its favor, to enforce their rights and the obligations hereunder of the Company not only by an action or actions for Liquidated Damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief.
Appears in 1 contract
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effectthereof):
(a) the Registered Exchange Offer Registration Statement is required by Section 2(a) hereof and (i) such Exchange Offer Registration Statement is not completed filed with the Commission on or prior to the 360th Outside Date or (ii) such Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 60th calendar day after following the Issue Datedate such Exchange Offer Registration Statement was filed, then commencing on the day after either such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) (i) the Issuers have not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 35th day after the date on which the Exchange Offer Registration Statement was declared effective or (ii) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities ceasing to be Registrable Securities or all Registrable Securities covered by the Shelf Registration Statement having have been sold, then Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days commencing on (x) the 36th day after such effective date, in the case of (i) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (ii) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion filing of the Registered Exchange Offer Registration Statement (in the case of clause (aa)(i) above) or upon the effectiveness of the Exchange Offer Registration Statement (in the case of clause (a)(ii) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the exchange of Exchange Securities for all Registrable Securities tendered (in the case of clause (c) (i) above), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)abovec)(ii) above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securities.
Appears in 1 contract
Registration Defaults. The Issuers and Each of the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which following events shall be given independent effect):constitute a Registration Default:
(a) if the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such which may be, if the Company is then a WKSI, an Automatic Shelf Registration Statement Statement) is not filed with the Commission Commission, or if an existing shelf registration statement is not designated by the date required by Section 3(bCompany for the purpose of registering the Securities, within 120 days following the Closing Date;
(b) hereof or (ii) such if the Shelf Registration Statement is not declared effective by the Commission on (or prior to has not become effective in the 60th day case of an Automatic Shelf Registration Statement) within 210 days following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orClosing Date;
(c) if applicable, the Shelf Registration Statement has been declared or become effective and such Shelf Registration Statement but ceases to be effective or usable for the offer and sale of the Registrable Securities (other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding Selling Securityholders or the plan of distribution provided for therein at any time prior during the Shelf Registration Period) and the Company does not cure the lapse of effectiveness or usability within either (i) ten Business Days, or (ii) if a Deferral Period is then in effect and subject to the one year anniversary 15 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, ten Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e).
(d) if the Company through its effective date prior omission fails to all Securities covered by 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 having been soldat the time it first became effective, then Additional Interest shall accrue on or (ii) any Prospectus at the principal amount later of time of filing thereof or the Securities at a rate of 0.25% per annum for time the first 90 days commencing on the day such Shelf Registration Statement ceases to be of which the Prospectus forms a part becomes effective, or (iii) if permitted, an Exchange Act filing or post-effective amendment; or
(e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod pursuant to Section 3(h) hereof; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one a Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) will be deemed to end upon the completion day before the earlier of (i) the Registered Exchange Offer day on which such Registration Default has been cured or waived, and (in ii) the case of clause (a) above), (2) upon the filing of date the Shelf Registration Statement is no longer required to be kept effective for the Underlying Shares; provided, however, if a Registration Default occurs and is continuing during a period of time that the Notes are exchangeable for Underlying Shares, liquidated damages consisting solely of additional interest ("Liquidated Damages") will be paid to those entitled to interest payments on such dates semi-annually in the case of clause arrears on each interest payment date and will accrue at a rate per year equal to (b)(ii) above) or upon the effectiveness 0.25% of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness outstanding principal amount of the Shelf Notes to and including the 90th day following such registration default, and (ii) 0.50% of the outstanding principal amount of the Notes from and after the 91st day following such Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest Default. In no event will any additional interest on the Securities as Notes exceed 0.50% per year. No Liquidated Damages will be paid on any Note after it has been exchanged for Underlying Shares. If a result of such clause (or Note ceases to be outstanding during any period for which additional interest is accruing, the relevant subclause thereof), as the case may be, shall cease Liquidated Damages to accruebe paid with respect to that Note will be prorated. Any amounts of Additional Interest due as a result The occurrence and continuance of a Registration Default shall be payable in cash not have any effect on the same original interest payment dates as Partnership's rights with respect to the SecuritiesSecurities under the Indenture, including but not limited to its right to redeem the Securities pursuant to the Indenture.
Appears in 1 contract
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and If (i) such Shelf any Securities Resale Registration Statement is has not been filed with the Commission by the date required by Section 3(b) hereof and become effective or (ii) such Shelf Registration Statement is not been declared effective by the Commission on or prior to the 60th day following the date that such Shelf Registration Statement was filed, then, commencing is required to become or be declared effective pursuant to Section 2.01 of this Agreement (if the Company files the Securities Resale Registration Statement without affording the Holders the opportunity to review and comment on the day after either such same as required date, Additional Interest shall accrue on the principal amount by Section 2.07(c) of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) if applicablethis Agreement, the Shelf Company shall be deemed to have not satisfied this clause (i)), (ii) any Securities Resale Registration Statement has been required by Section 2.01 of this Agreement is filed and declared effective and such Shelf Registration Statement but thereafter ceases to be effective at or usable in connection with resales of Registrable Shares during the time periods specified in this Agreement, (iii) any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Resale Registration Statement having been sold, then Additional Interest shall accrue on the principal amount when declared effective fails to register all of the Securities at a rate Registrable Shares, or (iv) the Company requires Holders to refrain from disposing of 0.25% per annum for their Registrable Shares under the first 90 circumstances described in Section 2.04 of this Agreement and that suspension period exceeds sixty (60) days commencing on in one instance or sixty (60) days in the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90aggregate during any consecutive 12-day period; month period (each such event referred to in clauses (a), i) through (b) and (civ), a “Registration Default” and for purposes of clauses (i), (ii) and (iii), the date on which such event occurs, and for purpose of clause (iv) the date on which such sixty (60) day period is exceeded being referred to as “Registration Default Date”), providedthen, howeverin addition to any other rights the Holders may have under this Agreement or under applicable law, that on each such Registration Default Date and on each monthly anniversary of each such Registration Default Date (if the Additional Interest rate on the Securities applicable Registration Default shall not accrue under more than one have been cured by such date) until the applicable Registration Default at any one time is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities not as a result penalty, equal to the product of one percent (1.00%) multiplied by such clause Holder’s (i) Preferred Share Amount and/or (ii) Warrant Amount, as applicable, solely with respect to the Registrable Shares subject to such Registration Default. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.02 in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of eighteen percent (18%) per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the relevant subclause thereof)Holder, as accruing daily from the case may bedate such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to this Section 2.02 shall cease apply on a daily pro rata basis for any portion of a month prior to accrue. Any amounts of Additional Interest due as a result the cure of a Registration Default Default. The partial liquidated damages pursuant to this Section 2.02 shall be payable in cash on constitute the same original interest payment dates as Holders’ exclusive monetary remedy for such events, but shall not affect the Securitiesright of the Holders to seek injunctive relief.
Appears in 1 contract
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(a) the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orIf:
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such the Shelf Registration Statement is not filed with the Commission by on or prior to the date required by Section 3(b) hereof or 30th day following the Closing Date; or
(ii) such the Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th 150th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodClosing Date; or
(ciii) if applicable, the Shelf Registration Statement Company has been declared failed to perform its obligations set forth in Section 2(e) within the time required therein; or
(iv) 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 (in each case except as the result of filing a post-effective and such Shelf Registration Statement ceases amendment solely to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an add additional 0.25% per annum at the beginning of each subsequent 90-day periodselling securityholders); (each such event referred to in the foregoing clauses (a), i) through (b) and (civ), a “"Registration Default”"), the Company hereby agrees to pay liquidated damages ("Liquidated Damages") with respect to the Registrable Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day after the end of the Shelf Registration Period; (2) in the case of a Registration Default described in clause (i) or (ii), the date on which the Shelf Registration is filed or declared effective; (3) in the case of a Registration Default described in clause (iii) above, the date on which the required obligations have been performed; and (4) in the case of a Registration Default described in clause (iv) above, the last day of the Deferral Period giving rise to the Registration Default. The amount of Liquidation Damages payable during the foregoing period shall be:
(A) in respect of the Registrable Securities that are Securities, to each holder thereof, (x) with respect to the 90-day period following the occurrence of such a Registration Default, in an amount per year equal to an additional 0.25% of the accreted principal amount of the Securities and (y) with respect to the period commencing on the 91st day following the occurrence of such Registration Default, in an amount per year equal to an additional 0.50% of the accreted principal amount of the Securities; provided that in no event shall Liquidated Damages accrue at a rate per year exceeding 0.50% of the accreted principal amount of the Securities; and
(B) in respect of Registrable Securities that are shares of Class A Common Stock issued upon conversion of the Securities, to each holder thereof, (x) with respect to the 90-day period following the occurrence of such a Registration Default, in an amount per year equal to 0.25% of the accreted principal amount of the converted Securities and (y) with respect to the period commencing the 91st day following the occurrence of such Registration Default, in an amount per year equal to 0.50% of the accreted principal amount of the converted Securities; provided, however, that in no event shall Liquidated Damages accrue at a rate per year exceeding 0.50% of the Additional Interest rate on accreted principal amount of the Securities shall not accrue under more than one converted Securities. Notwithstanding the foregoing, with respect to a Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed described in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (aiii) above), Liquidated Damages shall only be payable to those Record Holders of Registrable Securities who (2x) upon the filing of have requested to be named as a selling securityholder in the Shelf Registration Statement pursuant to the second sentence of Section 2(e) after the date the Shelf Registration is declared to be effective, (y) have delivered to the Company the Notice and Questionnaire (and all other information required by Section 3(l)) and (z) were not named as selling securityholders in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)above), Additional Interest on the Securities as a result of such clause Registration Default.
(b) All accrued Liquidated Damages shall be paid in arrears to Record Holders by the Company on each Damages Payment Date by wire transfer of immediately available funds or by federal funds check. Following the relevant subclause thereof)cure of all Registration Defaults relating to any particular Securities or share of Class A Common Stock, the further accrual of Liquidated Damages with respect to such Securities or share of Class A Common Stock will cease. All obligations of the Company set forth in this Section 7 that are outstanding with respect to any Registrable Securities at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such Registrable Security shall have been satisfied in full. All Liquidated Damages shall be computed on the case basis of a 360-day year composed of twelve 30-day months. The parties hereto agree that the Liquidated Damages provided for in this Section 7 constitute a reasonable estimate of the damages that may be, shall cease to accrue. Any amounts of Additional Interest due as a result be incurred by Holders by reason of a Registration Default shall be payable in cash on and that such Liquidated Damages are the same original interest payment dates as the Securitiesonly monetary damages available to Holders with respect to a Registration Default.
Appears in 1 contract
Sources: Resale Registration Rights Agreement (Charter Communications Inc /Mo/)
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Senior Cash Pay Notes and/or the Senior Toggle Notes, as applicable (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):if:
(a) the Registered Exchange Offer is not completed on or prior to the 360th 300th day after the Issue Closing Date, then commencing the Issuers have not, if required by Section 2, exchanged New Securities of the applicable Class for all Securities of such Class tendered in accordance with the terms of a Registered Exchange Offer;
(b) on or prior to the 300th day after the Closing Date, a Shelf Registration Statement, relating to the applicable Class, if required by Section 3, has not been declared effective, if applicable; or
(c) 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 (each such dateevent referred to in clauses (a) through (c) a “Registration Default”), then, except during any suspension of the availability of the Shelf Registration and any related Prospectus pursuant to Section 4(k)(ii), Additional Interest shall will accrue on the principal amount of the applicable Class of Securities (in addition to the stated interest on the applicable set of Securities) at a rate of 0.25% 0.25 percent per annum (which rate will be increased by an additional 0.25 percent per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod during which such Additional Interest continues to accrue; or
provided that the rate at which such Additional Interest accrues may in no event exceed 0.50 percent per annum) commencing on (x) the 301st day after the date of this Agreement, in the cases of subsections (a) and (b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof above, or (iiy) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Statement having been sold, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day which such Shelf Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional 0.25% per annum at in the beginning case of each subsequent 90-day period; (each such event referred to in (a), (b) and subsection (c), a “Registration Default”), ) above; provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the completion exchange of the Registered Exchange Offer New Securities for all Securities tendered (in the case of clause subsection (a) above), (2) or upon the filing effectiveness of the a Shelf Registration Statement (in the case of clause subsection (b)(ib) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause subsection (c)abovec) above), Additional Interest on the such Securities as a result of such clause (or the relevant subclause thereof), as the case may be, subsection shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in cash on the same original interest payment dates as the Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (C C Media Holdings Inc)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Operating Partnership shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if of Securities in respect of the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, Securities as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) the Registered Exchange Offer if any Registration Statement required by this Agreement is not completed filed with the Commission on or prior to the 360th day after the Issue Datedate specified for such filing in this Agreement, then commencing on the day after such date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities subject to such Registration Statement at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.25specified date and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) the Issuers are if any Registration Statement required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement this Agreement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 60th day following the date by which reasonable efforts are to be used to cause such Shelf Registration Statement was filedeffectiveness under this Agreement, then, then commencing on the day after either such required specified date, Additional Interest Registration Default Damages shall accrue on the principal amount of the Registrable Securities subject to such Registration Statement at a rate of 0.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25specified date and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the Shelf any Registration Statement required by this Agreement has been declared or become effective and such Shelf Registration Statement but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time prior to the one year anniversary of its effective date prior to all Securities covered by during the Shelf Registration Statement having been soldPeriod and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Deferral Period is then Additional Interest in effect, within ten Business Days following the expiration of such Deferral Period) Registration Default Damages shall accrue on the principal amount of the Registrable Securities subject to such Registration Statement at a rate of 0.25% per annum for the first 90 days commencing from and including such date on which the day such Shelf Registration Statement ceases to be effectiveeffective and 0.50% per annum thereafter; or
(d) if 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 then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Securities held by such Additional Interest Holder, at a rate increasing by an additional of 0.25% per annum at for the beginning first 90 days from and including the day following the effective date of each subsequent 90-day periodsuch Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(each e) if the aggregate duration of Deferral Periods in any period with respect to any Registration Statement exceeds the number of days permitted in respect of such event referred period pursuant to in (a)Section 4(k)(i) hereof, (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate then commencing on the Securities shall not accrue under more than one day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default at any one time and at no time Damages shall accrue on the aggregate outstanding principal amount of Additional Interest accruing exceed in the aggregate 1.0Securities subject to such Registration Statement at a rate of 0.25% per annumannum for the first 90 days from and including such date, and 0.50% per annum thereafter; provided, further, however, that (1) upon the completion filing of the Registered Exchange Offer Registration Statement (in the case of clause paragraph (a) above), (2) upon the filing effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(iib) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause paragraph (c)abovec) above), Additional Interest (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above) or (5) upon the termination of the Deferral Period that caused the limit on the Securities as aggregate duration of Deferral Periods in a result period set forth in Section 4(k) to be exceeded (in the case of such clause paragraph (or the relevant subclause thereofe) above), as the case may be, Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall Damages due pursuant to this Section 8 will be payable in cash on the same original next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates as for the payment of interest. If any Securities cease to be outstanding during any period for which Registration Default Damages are accruing, the Company will prorate the Registration Default Damages payable with respect to such Securities. The Registration Default Damages rate on the Securities shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum.
Appears in 1 contract
Sources: Registration Rights Agreement (Digital Realty Trust, Inc.)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur, then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):follows:
(a) if the Registered Exchange Offer Shelf Registration Statement (which shall be, if the Company is then a WKSI, an Automatic Shelf Registration Statement) is not completed filed with the Commission on or prior to the 360th 90th day after following the Issue Closing Date, then commencing on the 91st day after such datethe Closing Date, Additional Interest Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.2591st day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) if the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 60th 180th day following the date such Shelf Registration Statement was filedClosing Date, then, then commencing on the 181st day after either such required datethe Closing Date, Additional Interest Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.25% per annum for the first 90 days immediately following from and including such date, such Additional Interest rate increasing by an additional 0.25181st day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(c) if applicable, the Shelf Registration Statement has been declared or become effective and such Shelf Registration Statement but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time prior to the one year anniversary of its effective date prior to all Securities covered by during the Shelf Registration Statement having been soldPeriod and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Deferral Period is then Additional Interest in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 days from and including the day following such tenth Business Day and 0.50% per annum thereafter; or
(d) if 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 post-effective amendment to the Shelf Registration Statement or 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 then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or post-effective amendment or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(e) 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(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 Shelf period, Registration Statement ceases to be effective, such Additional Interest Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate increasing by an additional of 0.25% per annum at for the beginning of each subsequent 90-day period; (each first 90 days from and including such event referred to in (a)date, (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00.50% per annumannum thereafter; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause paragraph (b)(ia) above), (2) or upon the effectiveness of the Shelf Registration Statement (in the case of clause paragraph (b)(iib) above), or (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause paragraph (c)abovec) above), Additional Interest (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above) (5) upon the termination of the Deferral Period that caused the limit on the Securities as aggregate duration of Deferral Periods in a result of such clause period set forth in Section 3(i) to be exceeded (or the relevant subclause thereof), as in the case may beof paragraph (e) above) or (6) upon the date the Shelf Registration Statement is no longer required to be kept effective, the Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall Damages due pursuant to this Section 7 will be payable in cash on the same original next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Registration Default Damages are accruing, the Company will prorate the Registration Default Damages payable with respect to such Note. The Registration Default Damages rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time. Notwithstanding any provision in this Agreement, in no event shall Registration Default Damages accrue to holders of Common Shares issued upon exchange of Notes. In lieu thereof, the Company shall increase the Conversion Rate (as defined in the SecuritiesIndenture) by 3% for each $1,000 principal amount of Notes exchanged at a time when such Registration Default has occurred and is continuing.
Appears in 1 contract
Sources: Registration Rights Agreement (Corporate Office Properties Trust)
Registration Defaults. The Issuers and Each of the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which following events shall be given independent effect):constitute a Registration Default:
(a) if the Registered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the day after such date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) such Shelf Registration Statement is not filed with the Commission by within 30 days following the date required by Section 3(bClosing Date;
(b) hereof or (ii) such if the Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th day within 60 days following the date Closing Date, or within 90 days following the Closing Date if such Shelf Registration Statement was filed, then, commencing on is reviewed by the day after either such required date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; orCommission;
(c) if applicable, the Shelf Registration Statement has been declared or becomes effective and such Shelf Registration Statement but ceases to be effective or usable for the offer and sale of the Registrable Securities (other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding Selling Securityholders or the plan of distribution provided for therein at any time prior to the one year anniversary of its effective date prior to all Securities covered by during the Shelf Registration Statement having been soldPeriod) and the Company and the Guarantors do not cure the lapse of effectiveness or usability within ten Business Days;
(d) if, then Additional Interest shall accrue on at any time during the principal amount six-month period beginning on, and including, the date which is six months after the Closing Date, the Company or the Guarantors fail to timely file any document or report that is required to be filed with the Commission pursuant to Section 13 or 15(d) of the Securities at a rate of 0.25% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases Exchange Act, as applicable, after giving effect to all applicable grace periods thereunder and other than reports to be effective, filed on Form 8-K; or
(e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodperiod pursuant to Section 3(g) hereof; (each such event referred to in (a), (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one a Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) will be deemed to end upon the completion day before the earlier of (i) the Registered Exchange Offer day on which such Registration Default has been cured or waived, and (in ii) the case of clause (a) above), (2) upon the filing of date the Shelf Registration Statement (in is no longer required to be kept effective for the case of clause (b)(i) above) or upon Registrable Securities. If a Registration Default occurs, subject to the effectiveness provisions of the Shelf Registration Statement Indenture, the Company will pay additional interest on the Notes to those entitled to interest payments semi-annually in arrears on each interest payment date (in the case of clause (b)(ii) above“Additional Interest”), or (3) upon the effectiveness which Additional Interest will accrue at a rate equal to 1.00% per annum of the Shelf principal amount of Notes outstanding for each day during such period that such Registration Statement which had ceased to remain effective (in the case of clause (c)above), Default has occurred and is continuing. In no event will any Additional Interest on payable pursuant to a Registration Default exceed 1.00% per year. The Company shall notify the Securities as a result Trustee in writing of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of any Additional Interest due as prior to the applicable interest payment date. If a result Note ceases to be outstanding during any period for which Additional Interest is accruing, the Additional Interest to be paid with respect to that Note will be prorated. The occurrence and continuance of a Registration Default shall be payable in cash not have any effect on the same original interest payment dates as Company’s and Guarantors’ rights under the SecuritiesIndenture in respect to the right to redeem the Notes and Guarantee.
Appears in 1 contract
Sources: Registration Rights Agreement (Digital Turbine, Inc.)
Registration Defaults. The Issuers and If any of the Initial Purchasers agree that following events shall occur (each, a “Registration Default”), then the Holders will suffer damages Issuer (or, if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain Registration Rights Agreement Party has abecome the extent issuer of such damages with precision. Accordinglythe Notes, the Issuers agree to pay, jointly and severally, as Registration Rights Agreement Party) shall pay liquidated damages, additional interest on damages (the Notes (“Additional InterestRegistration Default Damages”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):applicable Holders as follows:
(a) if the Registered Exchange Offer Shelf Registration Statement (which shall be, if the Registration Rights Agreement Party is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) is not completed filed with the Commission and effective on or prior to the 360th 181st day after following the Issue DateDate (in the case of IAC) or the relevant date on which the successor Reference Entity guarantees, on a senior unsecured basis, the Issuer’s obligations (or, if the prior Reference Entity has become the issuer of the notes, the prior Reference Entity’s obligations) under the Notes and the Indenture or becomes the Issuer of the Notes, as applicable (in the case of a successor Reference Entity), then commencing on the 182nd day after such datethe Issue Date (in the case of IAC) or the relevant date on which the successor Reference Entity guarantees, Additional Interest on a senior unsecured basis, the Issuer’s obligations (or, if the prior Reference Entity has become the issuer of the notes, the prior Reference Entity’s obligations) under the Notes and the Indenture or becomes the Issuer of the Notes, as applicable (in the case of a successor Reference Entity), Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes, at a rate of 0.25% per annum for the first 90 days immediately following each date, from and including such Additional Interest rate increasing by an additional 0.25182nd day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(b) [Reserved];
(c) if the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement has been declared or becomes effective but ceases to be effective for the offer and sale of the Registrable Securities, other than (i) such Shelf Registration Statement is not filed in connection with the Commission by the date required by Section 3(b) hereof a Deferral Period or (ii) such 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 Statement Period and the Registration Rights Agreement Party does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Deferral Period is not declared effective by the Commission on or prior then in effect and subject to the 60th day ten Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten Business Days following the date expiration of such Shelf Deferral Period or period permitted pursuant to Section 2(e)), then Registration Statement was filed, then, commencing on the day after either such required date, Additional Interest Default Damages shall accrue on the aggregate outstanding principal amount of the Securities Notes at a rate of 0.25% per annum for the first 90 days immediately from and including the day following such date, such Additional Interest rate increasing by an additional 0.25tenth Business Day and 0.50% per annum at the beginning of each subsequent 90-day periodthereafter; or
(cd) if applicable, the Registration Rights Agreement Party 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 has been declared at the time it first became effective and such Shelf Registration Statement ceases to be effective or (ii) any Prospectus at any the later of time prior to of filing thereof or the one year anniversary of its effective date prior to all Securities covered by time the Shelf Registration Statement having been soldof which the Prospectus forms a part becomes effective, then Additional Interest Registration Default Damages shall accrue accrue, on the aggregate outstanding principal amount of the Securities Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(e) 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(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 Shelf period, Registration Statement ceases to be effective, such Additional Interest Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate increasing by an additional of 0.25% per annum at for the beginning of each subsequent 90-day period; (each first 90 days from and including such event referred to in (a)date, (b) and (c), a “Registration Default”), provided, however, that the Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00.50% per annumannum thereafter; provided, further, however, that (1) upon the completion of the Registered Exchange Offer (in the case of clause (a) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(iSection 7(a) above), (2) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(iiSection 7(b) above), or (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective for resales (in the case of clause (c)aboveSection 7(c) above), Additional Interest (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of Section 7(d) above) or (5) upon the termination of the Deferral Period that caused the limit on the Securities as aggregate duration of Deferral Periods in a result period set forth in Section 3(i) to be exceeded (in the case of such clause (or the relevant subclause thereofSection 7(e) above), as the case may be, Registration Default Damages shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall Damages due pursuant to this Section 7 will be payable in cash on the same original next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If a Note ceases to be outstanding during any period for which Registration Default Damages are accruing (as a result of the Securitiesholder exercising its exchange or conversion rights or otherwise), the Issuer (or, if the Registration Rights Agreement Party has become the issuer of the Notes, the Registration Rights Agreement Party) will pay the liquidated damages with respect to such Note only for the period of time that such Note remained outstanding during which such Registration Default Damages were accruing. The Registration Default Damages rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Other than the obligation of the Issuer (or, if the Registration Rights Agreement Party has become the issuer of the Notes, the Registration Rights Agreement Party) to pay Registration Default Damages in accordance with this Section 7, neither the Registration Rights Agreement Party nor the Issuer will have any liability for damages with respect to a Registration Default. If a Registration Default occurs after a Holder has exchanged its Notes for, or exchanged its Notes into, Reference Common Stock, such Holder shall not be entitled to any compensation with respect to such Reference Common Stock.
Appears in 1 contract
Sources: Registration Rights Agreement (Iac/Interactivecorp)