Registration Defaults. If any of the following events shall occur, then the Issuer shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows: (a) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during the 90-day period immediately following such specified date and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or (b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during the 90-day period immediately following such specified date and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or (c) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during the 90-day period immediately following such date on which the Registration Statement ceases to be effective and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum;
Appears in 2 contracts
Sources: Registration Rights Agreement (Rural Metro Corp /De/), Registration Rights Agreement (Rural Metro Corp /De/)
Registration Defaults. If any of the following events shall occur, then the Issuer Issuers shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(a) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during the 90-day period immediately following such specified date and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during the 90-day period immediately following such specified date and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during the 90-day period immediately following such date on which the Registration Statement ceases to be effective and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum;; provided, however, that (1) upon the filing of the Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), Registration Default Damages shall cease to accrue.
Appears in 2 contracts
Sources: Registration Rights Agreement (Rural Metro Corp /De/), Registration Rights Agreement (Rural Metro Corp /De/)
Registration Defaults. If any of the following events shall occur, then the Issuer Company and the Guarantor shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(a) if any Registration Statement required by this Agreement the Registered Exchange Offer is not filed with the Commission completed on or prior to the date specified for such filing in this AgreementOctober 31, 2005, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.250.5% per annum during the 90-day period immediately following from and including such specified date and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annumdate; or
(b) if any Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.250.5% per annum during the 90-day period immediately following from and including such specified date and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annumdate; or
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.250.5% per annum during the 90-day period immediately following from and including such date on which the Registration Statement ceases to be effective; provided, however, that (1) upon the completion of the Registered Exchange Offer (in the case of paragraph (a) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective and (in the case of paragraph (c) above), Registration Default Damages shall increase by 0.25% per annum at cease (as of the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum;date prior to the date on which all Registration Defaults have been cured) to accrue.
Appears in 2 contracts
Sources: Registration Rights Agreement (CSN Islands IX Corp.), Registration Rights Agreement (CSN Islands IX Corp.)
Registration Defaults. (a) If any of the following events shall occur, then the Issuer Issuers and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if any required, the Shelf Registration Statement required by this Agreement is not filed with declared effective, within, in each case, 360 days of the Commission on or prior to the date specified for such filing in this AgreementClosing Date, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during on the 90-day period immediately following principal amount of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum 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 any the Issuers and the Guarantors are required to file a Shelf Registration Statement required by this Agreement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the 360th day following the date by which reasonable best efforts are the filing of such Shelf Registration Statement is required or requested pursuant to be used to cause such effectiveness under this AgreementSection 3(a), then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during of the 90-day period immediately following principal amount of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum of the principal amount of such Registrable Securities; or
(ciii) subject to the last sentence of Section 4(k)(ii) above, if any 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 AgreementAgreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during of the 90-principal amount of such Registrable Securities for the first 90 days from and including such 31st day period immediately or 61st day, as applicable, following such the date on which the such Shelf Registration Statement ceases to be effective and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annum;annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), 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 which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment 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.
(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 (Nielsen Holdings N.V.), Registration Rights Agreement (Nielsen CO B.V.)
Registration Defaults. If any of the following events shall occur, then the Issuer Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(a) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the 90-day period immediately following first 60 days from and including such specified date and shall increase by 0.250.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annumthereafter; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the 90-day period immediately following first 60 days from and including such specified date and shall increase by 0.250.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annumthereafter; or
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the 90-day period immediately following first 60 days from and including such date on which the Registration Statement ceases to be effective and shall increase by 0.250.50% per annum at thereafter; provided, however, that (1) upon the end filing of each subsequent 90-day periodthe Registration Statement (in the case of paragraph (a) above), but (2) upon the effectiveness of the Registration Statement (in no event the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), Registration Default Damages shall such rate exceed 1.00% per annum;cease to accrue.
Appears in 2 contracts
Sources: Registration Rights Agreement (Jabil Circuit Inc), Registration Rights Agreement (Edenor)
Registration Defaults. (a) If any of the following events shall occur, then the Issuer Issuers and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if any required, the Shelf Registration Statement required by this Agreement is not filed with declared effective, within, in each case, 270 days of the Commission on or prior to the date specified for such filing in this AgreementClosing Date, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during on the 90-day period immediately following principal amount of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum 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 any the Issuers and the Guarantors are required to file a Shelf Registration Statement required by this Agreement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the 270th day following the date by which reasonable best efforts are the filing of such Shelf Registration Statement is required or requested pursuant to be used to cause such effectiveness under this AgreementSection 3(a), then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during of the 90-day period immediately following principal amount of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum of the principal amount of such Registrable Securities; or
(ciii) subject to the last sentence of Section 4(k)(ii) above, if any 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 AgreementAgreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during of the 90-principal amount of such Registrable Securities for the first 90 days from and including such 31st day period immediately or 61st day, as applicable, following such the date on which the such Shelf Registration Statement ceases to be effective and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annum;annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), 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 which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment 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.
(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 (Nielsen CO B.V.), Registration Rights Agreement (Nielsen CO B.V.)
Registration Defaults. If any of the following events shall occur, then the Issuer Obligors shall pay pay, jointly and severally, liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(a) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the 90-day period immediately following first 90 days from and including such specified date and shall increase by 0.250.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annumthereafter; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the 90-day period immediately following first 90 days from and including such specified date and shall increase by 0.250.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; orthereafter;
(c) if the Registered Exchange Offer is not consummated within 210 days of the date hereof;
(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 the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the 90-day period immediately following first 90 days from and including such date on which the Registration Statement ceases to be effective and shall increase by 0.250.50% per annum at thereafter; provided, however, that (1) upon the end filing of each subsequent 90-day periodthe Registration Statement (in the case of paragraph (a) above), but (2) upon the effectiveness of the Registration Statement (in no event the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), Registration Default Damages shall such rate exceed 1.00% per annum;cease to accrue.
Appears in 1 contract
Sources: Registration Rights Agreement (Hong Kong Television Network LTD)
Registration Defaults. (a) If any of the following events shall occur, then the Issuer shall pay liquidated damages (the “Registration Default Damages”"LIQUIDATED DAMAGES") to the Holders of Securities in respect of the Securities as follows:
(i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if any required, the Shelf Registration Statement required by this Agreement is not filed with declared effective, within, in each case, 270 days of the Commission on or prior to the date specified for such filing in this AgreementClosing Date, then Registration Default Liquidated Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during on the 90-day period immediately following principal amount of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Liquidated Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum of the principal amount of such Registrable Securities; or
(bii) notwithstanding that the Issuer has consummated or will consummate a Registered Exchange Offer, if any the Issuer is required to file a Shelf Registration Statement required by this Agreement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the 270th day following the date by which reasonable best efforts are the filing of such Shelf Registration Statement is required or requested pursuant to be used to cause such effectiveness under this AgreementSection 3(a), then commencing on the day after such specified date, Registration Default Liquidated Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during of the 90-day period immediately following principal amount of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Liquidated Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum of the principal amount of such Registrable Securities; or
(ciii) subject to the last sentence of Section 4(k)(ii) above, if any 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 AgreementAgreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Liquidated Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during of the 90-principal amount of such Registrable Securities for the first 90 days from and including such 31st day period immediately or 61st day, as applicable, following such the date on which the such Shelf Registration Statement ceases to be effective and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Liquidated Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annum;annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Liquidated Damages shall cease to accrue.
(b) The Issuer shall notify the Trustee in writing within one Business Day after each and every date on which an event occurs in respect of which Liquidated Damages are required to be paid and within one Business Day after such Liquidated Damages cease to accrue. Any amounts of Liquidated Damages due pursuant to paragraphs (i), (ii) or (iii) of this Section 8(a) will be payable in cash on each interest payment 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 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 1 contract
Sources: Registration Rights Agreement (BCP Crystal Holdings Ltd. 2)
Registration Defaults. (a) If any of the following events shall occur, then the Issuer Issuers and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if any required, the Shelf Registration Statement required by this Agreement is not filed with declared effective, within, in each case, 375 days of the Commission on or prior to the date specified for such filing in this AgreementClosing Date, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during on the 90-day period immediately following Accreted Value of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum of the Accreted Value of such Registrable Securities; or
(bii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if any the Issuers and the Guarantors are required to file a Shelf Registration Statement required by this Agreement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the 375th day following the date by which reasonable best efforts are the filing of such Shelf Registration Statement is required or requested pursuant to be used to cause such effectiveness under this AgreementSection 3(a), then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during on the 90-day period immediately following Accreted Value of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum on the Accreted Value of such Registrable Securities; or
(ciii) subject to the last sentence of Section 4(k)(ii) above, if any 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 AgreementAgreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during on the 90-Accreted Value of such Registrable Securities for the first 90 days from and including such 31st day period immediately or 61st day, as applicable, following such the date on which the such Shelf Registration Statement ceases to be effective and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum on the Accreted Value of such Registrable Securities;
Appears in 1 contract
Sources: Registration Rights Agreement (Global Media USA, LLC)
Registration Defaults. If any of the following events (each, a “Registration Default”) shall occur, then the Issuer Co-Issuers shall pay liquidated damages (the “Registration Default DamagesAdditional Interest”) to the Holders of Securities Notes in respect of the Securities Notes as follows:
(a) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages Additional Interest shall accrue on the affected Registrable Securities Notes at a rate of 0.25% per annum during for the 90-day period immediately following first 90 days from and including such specified date and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed up to a maximum of 1.00% per annumin the aggregate for all Registration Defaults; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages Additional Interest shall accrue on the affected Registrable Securities Notes at a rate of 0.25% per annum during for the 90-day period immediately following first 90 days from and including such specified date and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed up to a maximum of 1.00% per annumin the aggregate for all Registration Defaults; or
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages Additional Interest shall accrue on the affected Registrable Securities Notes at a rate of 0.25% per annum during for the 90-day period immediately following first 90 days from and including such specified date on which the Registration Statement ceases to be effective and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed up to a maximum of 1.00% per annum;in the aggregate for all Registration Defaults; provided, however, that (1) upon the filing of the Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), Additional Interest shall cease to accrue. Notwithstanding any provision herein to the contrary, Additional Interest shall not accrue on any Security that is no longer a Registrable Security and the amount of Additional Interest shall not increase because more than one Registration Default has occurred and is pending.
Appears in 1 contract
Sources: Registration Rights Agreement (Dollarama Group Holdings CORP)
Registration Defaults. If any of the following events shall occur, then the Issuer Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(a) a. if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 60 days from and including such specified date and shall increase by 0.25.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; orthereafter;
(b) b. if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which commercially reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25..25% per annum during for the 90-day period immediately following first 60 days from and including such specified date and shall increase by 0.25.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annumthereafter; or
(c) c. if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 60 days from and including such date on which the Registration Statement ceases to be effective and shall increase by 0.25.50% per annum at thereafter, provided, however, that (1) upon the end filing of each subsequent 90-day periodthe Registration Statement (in the case of paragraph (a) above), but (2) upon the effectiveness of the Registration Statement (in no event the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), Registration Default Damages shall such cease to accrue and the interest rate exceed 1.00% per annum;shall revert to the original rate.
Appears in 1 contract
Registration Defaults. If any of the following events shall occur, then the Issuer Company and the Guarantors shall pay liquidated damages additional interest (the “"Registration Default Damages”") to the Holders of Securities in respect of the Securities as follows:
(a) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the first 90-day period immediately following from and including such specified date and shall increase by an additional 0.25% per annum at the end of for each subsequent 90-day periodperiod thereafter, but in no event shall such rate exceed up to a maximum amount of 1.00% per annum; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which commercially reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the first 90-day period immediately following from and including such specified date and shall increase by an additional 0.25% per annum at the end of for each subsequent 90-day periodperiod thereafter, but in no event shall such rate exceed up to a maximum amount of 1.00% per annum; or
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the first 90-day period immediately following from and including such specified date on which the Registration Statement ceases to be effective and shall increase by an additional 0.25% per annum at the end of for each subsequent 90-day periodperiod thereafter, but in no event shall such rate exceed up to a maximum amount of 1.00% per annum;; provided, however, that (1) upon the filing of the Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), Registration Default Damages shall cease to accrue.
Appears in 1 contract
Registration Defaults. (a) If any of the following events shall occur, then the Issuer and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if any required, the Shelf Registration Statement required by this Agreement is not filed with declared effective, within, in each case, 210 days of the Commission on or prior to the date specified for such filing in this AgreementClosing Date, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during on the 90-day period immediately following principal amount of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-90- day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum of the principal amount of such Registrable Securities; or
(bii) notwithstanding that the Issuer and the Guarantors have consummated or will consummate a Registered Exchange Offer, if any the Issuer and the Guarantors are required or requested pursuant to Section 3(a) to file a Shelf Registration Statement required by this Agreement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the 90th day following the date by which reasonable best efforts are the filing of such Shelf Registration Statement is required or requested pursuant to be used to cause such effectiveness under this AgreementSection 3(a), then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected 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 Section 3(a)) at a rate of 0.25% per annum during of the 90-day period immediately following principal amount of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum of the principal amount of such Registrable Securities; or
(ciii) subject to the last sentence of Section 4(k)(ii) above, if any 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 AgreementAgreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during of the 90-principal amount of such Registrable Securities for the first 90 days from and including such 31st day period immediately or 61st day, as applicable, following such the date on which the such Shelf Registration Statement ceases to be effective and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annum;annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the earlier of the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) or the second anniversary of the Closing Date and (3) 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 paragraph (iii) above), 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 which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment 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.
(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. (a) If any of the following events shall occur, then the Issuer Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(i) if (a) neither (x) the Registered Exchange Offer is completed within 300 days of the Closing Date, nor (y) if any required, the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to declared effective within 270 days of the date specified for the filing obligation arises with respect to such filing in this AgreementShelf Registration Statement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during on the 90-day period immediately following principal amount of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum of the principal amount of such Registrable Securities; or
(bii) subject to the last sentence of Section 4(k)(ii) above, if any the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate Section 3(a) of 0.25% per annum during the 90-day period immediately following such specified date and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or
(c) if any Registration Statement required by 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 AgreementAgreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during of the 90-principal amount of such Registrable Securities for the first 90 days from and including such 31st day period immediately or 61st day, as applicable, following such the date on which the such Shelf Registration Statement ceases to be effective and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annum;annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above) and (2) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (ii) above), Registration Default Damages shall cease to accrue.
(b) The Issuers shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to paragraphs (i) or (ii) of this Section 8(a) will be payable in cash on each interest payment 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.
(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 (Chart Industries Inc)
Registration Defaults. (a) If any of the following events shall occur, then the Issuer Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ai) if any neither (x) the Registered Exchange Offer is consummated within 720 days after the Closing Date nor (y) if required, the Shelf Registration Statement required by this Agreement is not filed with declared effective within 810 days of the Commission on or prior to the date specified for such filing in this AgreementClosing Date, then Registration Default Damages shall accrue on the affected Registrable Transfer Restricted Securities at a rate of 0.25% per annum during on the 90-day period immediately following principal amount of such Transfer Restricted Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum of the principal amount of such Transfer Restricted Securities; or
(bii) subject to the last sentence of Section 4(k)(i) above, if any the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate Section 3(a) of 0.25% per annum during the 90-day period immediately following such specified date and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or
(c) if any Registration Statement required by 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 AgreementAgreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Transfer Restricted Securities at a rate of 0.25% per annum during of the 90-principal amount of such Transfer Restricted Securities for the first 90 days from and including such 31st day period immediately or 61st day, as applicable, following such the date on which the such Shelf Registration Statement ceases to be effective and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annum;annum of the principal amount of such Transfer Restricted Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above) and (2) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (ii) above), Registration Default Damages shall cease to accrue.
(b) The Issuers shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to paragraphs (i) or (ii) of this Section 8(a) will be payable in cash on each interest payment 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.
(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
Registration Defaults. (a) If any of the following events shall occur, then the Issuer Companies shall pay liquidated damages (the “"Registration Default Damages”") to the Holders of Securities in respect of the Securities as follows:
(i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if any required, the Shelf Registration Statement required by this Agreement is not filed with declared effective, within, in each case, 270 days of the Commission on or prior to the date specified for such filing in this AgreementClosing Date, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during on the 90-day period immediately following principal amount of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum of the principal amount of such Registrable Securities; or
(bii) subject to the last sentence of Section 4(k)(i) above, if any the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate Section 3(a) of 0.25% per annum during the 90-day period immediately following such specified date and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or
(c) if any Registration Statement required by 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 AgreementAgreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during of the 90-principal amount of such Registrable Securities for the first 90 days from and including such 31st day period immediately or 61st day, as applicable, following such the date on which the such Shelf Registration Statement ceases to be effective and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annum;annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above) and (2) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (ii) above), Registration Default Damages shall cease to accrue.
(b) The Issuers shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to paragraphs (i) or (ii) of this Section 8(a) will be payable in cash on each interest payment 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.
(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
Registration Defaults. If any of the following events shall occur, then the Issuer Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders of the Securities in respect of the Securities as follows:
(a) a. if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected applicable Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 60 days from and including such specified date and shall increase by 0.25.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; orthereafter;
(b) b. if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which commercially reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected applicable Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 60 days from and including such specified date and shall increase by 0.25.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annumthereafter; or
(c) c. if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected applicable Registrable Securities at a rate of 0.25..25% per annum during for the 90-day period immediately following first 60 days from and including such date on which the Registration Statement ceases to be effective and shall increase by 0.25.50% per annum at thereafter, provided, however, that (1) upon the end filing of each subsequent 90-day periodthe Registration Statement (in the case of paragraph (a) above), but (2) upon the effectiveness of the Registration Statement (in no event the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), Registration Default Damages shall such cease to accrue and the interest rate exceed 1.00% per annum;shall revert to the original rate.
Appears in 1 contract
Registration Defaults. (a) If any of the following events shall occur, then the Issuer Issuers and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if any required, the Shelf Registration Statement required by this Agreement is not filed with declared effective, within, in each case, 375 days of the Commission on or prior to the date specified for such filing in this AgreementClosing Date, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during on the 90-day period immediately following principal amount of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum 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 any the Issuers and the Guarantors are required to file a Shelf Registration Statement required by this Agreement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the 375th day following the date by which reasonable best efforts are the filing of such Shelf Registration Statement is required or requested pursuant to be used to cause such effectiveness under this AgreementSection 3(a), then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during of the 90-day period immediately following principal amount of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum of the principal amount of such Registrable Securities; or
(ciii) subject to the last sentence of Section 4(k)(ii) above, if any 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 AgreementAgreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during of the 90-principal amount of such Registrable Securities for the first 90 days from and including such 31st day period immediately or 61st day, as applicable, following such the date on which the such Shelf Registration Statement ceases to be effective and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annum;annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), 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 which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment 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.
(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. If any of the following events shall occur, then the Issuer Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders of the applicable series of Securities in respect of the such Securities as follows:
(a) a. if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected applicable Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 60 days from and including such specified date and shall increase by 0.25..50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; orthereafter;
(b) b. if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which commercially reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected applicable Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 60 days from and including such specified date and shall increase by 0.25.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annumthereafter; or
(c) c. if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected applicable Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 60 days from and including such date on which the Registration Statement ceases to be effective and shall increase by 0.25.50% per annum at thereafter, provided, however, that (1) upon the end filing of each subsequent 90-day periodthe Registration Statement (in the case of paragraph (a) above), but (2) upon the effectiveness of the Registration Statement (in no event the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), Registration Default Damages shall such cease to accrue and the interest rate exceed 1.00% per annum;shall revert to the original rate.
Appears in 1 contract
Registration Defaults. If any of the following events shall occur, then the Issuer shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities the applicable Security in respect of the Securities applicable Security as follows:
(a) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the 90-day period immediately following first 90 days from and including such specified date and shall will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the 90-day period immediately following first 90 days from and including such specified date and shall date; such rate will increase by 0.25% per annum at the end of each subsequent 90-day period, ; but in no event shall such rate exceed 1.00% per annum; or
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the 90-day period immediately following first 90 days from and including such date on which the Registration Statement ceases to be effective and shall effective; such rate will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum;; or
(d) if the Registered Exchange Offer has not been consummated within 240 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such specified date and will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; provided, however, that (1) upon the filing of the Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (b) above), (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), or (4) upon the consummation of the Registered Exchange Offer (in the case of paragraph (d) above), Registration Default Damages shall cease to accrue. Notwithstanding any provision herein to the contrary, Registration Default Damages shall 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 Section 8(a)-(d) has occurred and is pending.
Appears in 1 contract
Sources: Registration Rights Agreement (US Oncology Holdings, Inc.)
Registration Defaults. (a) If any of the following events shall occur, then the Issuer Issuers shall pay liquidated damages (the “"Registration Default Damages”") to the Holders of Securities in respect of the Securities as follows:
(i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if any required, the Shelf Registration Statement required by this Agreement is not filed with declared effective, within, in each case, 300 days of the Commission on or prior to the date specified for such filing in this AgreementClosing Date, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum of the average Accreted Value (during the such 90-day period immediately following period) of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum of the average Accreted Value (for each such subsequent period) at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum of the average Accreted Value of such Registrable Securities; or
(bii) notwithstanding that the Issuers have consummated or will consummate a Registered Exchange Offer, if any the Issuers are required to file a Shelf Registration Statement required by this Agreement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the 300th day following the date by which reasonable best efforts are the filing of such Shelf Registration Statement is required or requested pursuant to be used to cause such effectiveness under this AgreementSection 3(a), then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum of the average Accreted Value (during the such 90-day period immediately following period) of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum of the average Accreted Value (for each such subsequent period) at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum of the average Accreted Value of such Registrable Securities; or
(ciii) subject to the last sentence of Section 4(k)(ii) above, if any 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 AgreementAgreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum of the average Accreted Value (during the such 90-day period immediately period) of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following such the date on which the such Shelf Registration Statement ceases to be effective and shall increase increasing by an additional 0.25% per annum of the average Accreted Value (for each such subsequent period) at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annum;annum of the average Accreted Value of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Registration Default Damages shall cease to accrue.
(b) The Issuers shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid or added to Accreted Value and within one Business Day after such Registration Default Damages cease to accrue. Prior to the interest payment date on which the Registration Default Damages need to be paid, the Issuers shall determine the amount of Registration Default Damages and, at that time, notify the Trustee of such amount and whether the Registration Default Damages shall be paid in cash. Any amounts of Registration Default Damages due pursuant to paragraphs (i), (ii) or (iii) of this Section 8(a) will be (i) if such Registration Default Damages accrued on or prior to the Full Accretion Date, at the option of the Issuers, either shall be (x) added to the Accreted Value of each applicable Security or (y) be paid in cash on the interest payment date on which interest accruing on the Securities as of such date as the accrual of Registration Default Damages as specified by the Indenture and (ii) if after the Full Accretion Date, payable in cash on each interest payment date on which interest accruing on the Securities as of such date as the accrual of Registration Default Damages as specified by the Indenture, in each case, 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. The amount of Registration Default Damages will be determined by multiplying the applicable Registration Default Damages rate by the Accreted Value of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Registration Default Damages were applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
(c) 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 Finance Holdings Inc.)
Registration Defaults. If any of the following events shall occur, then the Issuer shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(a) a. if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 60 days from and including such specified date and shall increase by 0.25.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; orthereafter;
(b) b. if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which commercially reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25..25% per annum during for the 90-day period immediately following first 60 days from and including such specified date and shall increase by 0.25.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annumthereafter; or
(c) c. if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 60 days from and including such date on which the Registration Statement ceases to be effective and shall increase by 0.25.50% per annum at thereafter, provided, however, that (1) upon the end filing of each subsequent 90-day periodthe Registration Statement (in the case of paragraph (a) above), but (2) upon the effectiveness of the Registration Statement (in no event the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), Registration Default Damages shall such cease to accrue and the interest rate exceed 1.00% per annum;shall revert to the original rate.
Appears in 1 contract
Sources: Registration Rights Agreement (Florida East Coast Holdings Corp.)
Registration Defaults. If any of the following events shall occur, then the Issuer Issuers shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(a) a. if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 60 days from and including such specified date and shall increase by 0.25.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; orthereafter;
(b) b. if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which commercially reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 60 days from and including such specified date and shall increase by 0.25.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annumthereafter; or
(c) c. if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 60 days from and including such date on which the Registration Statement ceases to be effective and shall increase by 0.25..50% per annum at thereafter; provided that this clause (c) will not apply during any suspension of the end Registration Statement pursuant to Section 3(b)(ii)(x) or (y), provided, however, that (1) upon the filing of each subsequent 90-day periodthe Registration Statement (in the case of paragraph (a) above), but (2) upon the effectiveness of the Registration Statement (in no event the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), Registration Default Damages shall such cease to accrue and the interest rate exceed 1.00% per annum;shall revert to the original rate.
Appears in 1 contract
Sources: Registration Rights Agreement (Merge Healthcare Inc)
Registration Defaults. If any of the following events shall occur, then the Issuer Company shall pay liquidated damages (the “"Registration Default Damages”") to the Holders of Securities in respect of the Securities as follows:
(a) if any Registration Statement required by this Agreement is not filed (or designated as so, in the case of a previously filed registration statement designated as a Shelf Registration Statement) with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 120 days from and including such specified date and shall will increase by 0.25.25% per annum at the end of each subsequent 90such 120-day period, but provided that the maximum aggregate increase in interest rate will in no event shall such rate exceed 1.00.50% per annum; or
(b) if any Registration Statement required by this Agreement is not declared effective (or designated as so, in the case of a previously filed registration statement that is effective at the time it is designated as a Shelf Registration Statement) by the Commission on or prior to the date by which commercially reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 120 days from and including such specified date and shall will increase by 0.25.25% per annum at the end of each subsequent 90such 120-day period, but provided that the maximum aggregate increase in interest rate will in no event shall such rate exceed 1.00.50% per annum; or
(c) if any Registration Statement required by this Agreement has been declared effective (or, in the case of a previously filed registration statement that is effective at the time it is designated as a Shelf Registration Statement, has been so designated) but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 120 days from and including such date on which the Registration Statement ceases to be effective and shall will increase by 0.25.25% per annum at the end of each subsequent 90such 120-day period, but provided that the maximum aggregate increase in interest rate will in no event shall such rate exceed 1.00.50% per annum;; or
(d) if the Registered Exchange Offer has not been consummated within 225 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of .25% per annum for the first 120 days from and including such specified date and will increase by .25% per annum at the end of such 120-day period, provided that the maximum aggregate increase in interest rate will in no event exceed .50% per annum; provided, however, that (1) upon the filing (or designation) of the Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness (or designation) of the Registration Statement (in the case of paragraph (b) above), (3) upon the effectiveness (or designation) of the Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), or (4) upon the consummation of the Registered Exchange Offer (in the case of paragraph (d) above) Registration Default Damages shall cease to accrue.
Appears in 1 contract
Sources: Registration Rights Agreement (Southern Copper Corp/)
Registration Defaults. (a) If any of the following events shall occur, then the Issuer Company shall pay liquidated damages (the “"Registration Default Damages”") to the Holders of Securities in respect of the Securities as follows:
(i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if any required, the Shelf Registration Statement required by this Agreement is not filed with declared effective, within, in each case, 270 days of the Commission on or prior to the date specified for such filing in this AgreementClosing Date, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during on the 90-day period immediately following principal amount of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum of the principal amount of such Registrable Securities; or
(bii) subject to the last sentence of Section 4(k)(i) above, if any the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate Section 3(a) of 0.25% per annum during the 90-day period immediately following such specified date and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or
(c) if any Registration Statement required by 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 AgreementAgreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during of the 90-principal amount of such Registrable Securities for the first 90 days from and including such 31st day period immediately or 61st day, as applicable, following such the date on which the such Shelf Registration Statement ceases to be effective and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annum;annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above) and (2) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (ii) above), Registration Default Damages shall cease to accrue.
(b) The Issuers shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to paragraphs (i) or (ii) of this Section 8(a) will be payable in cash on each interest payment 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.
(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 (River Processing CORP)
Registration Defaults. If any of the following events shall occur, then the Issuer Obligors shall pay liquidated damages (the “"Registration Default Damages”") to the Holders of Securities in respect of the Securities as follows:
(a) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities Transfer Restricted Notes at a rate of 0.25% per annum during for the first 90-day period immediately following from and including such specified date and date. The Registration Default Damages shall increase by an additional 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until the default set forth in this Section 8(a) shall have been cured, but in no event shall such rate exceed 1.00up to a maximum of 1.0% per annum; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities Transfer Restricted Notes at a rate of 0.25% per annum during for the first 90-day period immediately following from and including such specified date and date. The Registration Default Damages shall increase by an additional 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until the default set forth in this Section 8(b) shall have been cured, but up to a maximum of 1.0% per annum;
(c) if on or prior to the 215th day following the Closing Date, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, then commencing on the day after such specified date, Registration Default Damages shall accrue on the Transfer Restricted Notes at a rate of 0.25% per annum for the first 90-day period from and including such specified date. The Registration Default Damages shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until the default set forth in no event this Section 8(c) shall such rate exceed 1.00have been cured, up to a maximum of 1.0% per annum; or
(cd) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities Transfer Restricted Notes at a rate of 0.25% per annum during for the first 90-day period immediately following from and including such date on which the specified date. The Registration Statement ceases to be effective and Default Damages shall increase by an additional 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until the default set forth in this Section 8(d) shall have been cured, but in no event shall such rate exceed 1.00up to a maximum of 1.0% per annum;; provided, however, that (1) upon the filing of the Registration Statement (in the case of Section 8(a) above), (2) upon the effectiveness of the Registration Statement (in the case of Section 8(b) above), (3) upon the consummation of the Registered Exchange Offer or the Shelf Registration Statement is declared effective, in each case following the 215th day after the Closing Date (in the case of Section 8(c) above) or (4) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of Section 8(d) above), Registration Default Damages shall cease to accrue; provided, further, the Obligors will not pay Registration Default Damages with respect to more than one default set forth in Section 8(a), (b), (c) or (d), and, provided, further, to the extent the Obligors have reasonably requested Selling Stockholder Information from a Holder of Securities or New Securities in connection with the preparation and submission of a Shelf Registration Statement and such Holder has not provided the Obligors such Selling Stockholder Information within a reasonable time after receiving the Obligors' request, such Holder shall have no right to seek Registration Default Damages that may accrue as a result of a default of the Obligors relating to such Shelf Registration Statement.
Appears in 1 contract
Registration Defaults. If any of the following events shall occur, then the Issuer Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(a) a. if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 60 days from and including such specified date and shall increase by 0.25.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; orthereafter;
(b) b. if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which commercially reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 60 days from and including such specified date and shall increase by 0.25.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annumthereafter; or
(c) c. if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 60 days from and including such date on which the Registration Statement ceases to be effective and shall increase by 0.25.50% per annum at thereafter, provided, however, that (1) upon the end filing of each subsequent 90-day periodthe Registration Statement (in the case of paragraph (a) above), but (2) upon the effectiveness of the Registration Statement (in no event the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), Registration Default Damages shall such cease to accrue and the interest rate exceed 1.00% per annum;shall revert to the original rate.
Appears in 1 contract
Registration Defaults. (a) If any of the following events shall occur, then the Issuer Issuers shall pay liquidated damages (the “Registration Default Damages”"LIQUIDATED DAMAGES") to the Holders of Securities in respect of the Securities as follows:
(i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if any required, the Shelf Registration Statement required by this Agreement is not filed with declared effective, within, in each case, 270 days of the Commission on or prior to the date specified for such filing in this AgreementClosing Date, then Registration Default Liquidated Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during on the 90-day period immediately following principal amount of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Liquidated Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum of the principal amount of such Registrable Securities; or
(bii) notwithstanding that the Issuers has consummated or will consummate a Registered Exchange Offer, if any the Issuers is required to file a Shelf Registration Statement required by this Agreement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the 270th day following the date by which reasonable best efforts are the filing of such Shelf Registration Statement is required or requested pursuant to be used to cause such effectiveness under this AgreementSection 3(a), then commencing on the day after such specified date, Registration Default Liquidated Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during of the 90-day period immediately following principal amount of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Liquidated Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum of the principal amount of such Registrable Securities; or
(ciii) subject to the last sentence of Section 4(k)(ii) above, if any 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 AgreementAgreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Liquidated Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during of the 90-principal amount of such Registrable Securities for the first 90 days from and including such 31st day period immediately or 61st day, as applicable, following such the date on which the such Shelf Registration Statement ceases to be effective and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Liquidated Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annum;annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Liquidated Damages shall cease to accrue.
(b) The Issuers shall notify the Trustee in writing within one Business Day after each and every date on which an event occurs in respect of which Liquidated Damages are required to be paid and within one Business Day after such Liquidated Damages cease to accrue. Any amounts of Liquidated Damages due pursuant to paragraphs (i), (ii) or (iii) of this Section 8(a) that accrues prior to October 1, 2009 shall be added to the accreted value of each note, and all additional amounts that accrue thereafter shall be payable in cash on each interest payment 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 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 1 contract
Sources: Registration Rights Agreement (Crystal US Holdings 3 L.L.C.)
Registration Defaults. If any of the following events shall occur, then the Issuer Company shall pay liquidated damages (the “"Registration Default Damages”") to the Holders of Securities in respect of the Securities as follows:
(a) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities from and including such date at a rate of 0.25.50% per annum during until the 90-day period immediately following such specified date that is one year from the Closing Date and shall increase by 0.25at a rate of 1.00% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annumthereafter; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities from and including such date at a rate of .50% per annum until the date that is one year from the Closing Date, and at a rate of 1.00% per annum thereafter; or
(c) if the Registered Exchange Offer is not consummated on or prior to the date that is 240 days of the Closing Date, then Registration Default Damages shall accrue from and including such date on the Registrable Securities at a rate of 0.250.50% per annum during until the 90-day period immediately following such specified date that is one year from the Closing Date and shall increase by 0.25at a rate of 1.00% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annumthereafter; or
(cd) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during the 90-day period immediately following from and including such date on which the Registration Statement ceases to be effective and shall increase by 0.25on the Registrable Securities at a rate of .50% per annum until the date that is one year from the Closing Date and at the end a rate of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum;annum thereafter; provided, however, that (1) upon the filing of the Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (b) above), (3) upon the consummation of the Registered Exchange Offer (in the case of paragraph (c) above), or (4) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (d) above), Registration Default Damages shall cease to accrue.
Appears in 1 contract
Registration Defaults. If any of the following events (each a “Registration Default”) shall occur, then the Issuer Issuers shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(a) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in accordance with this Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the 90-day period immediately following first 90 days from and including such specified date and shall increase (which rate will be increased by an additional 0.25% per annum at the end of for each subsequent 90-day periodperiod that such Registration Default Damages continue to accrue; provided, but that the rate at which such Registration Default Damages accrue may in no event shall such rate exceed 1.00% per annum); or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the 90-day period immediately following first 90 days from and including such specified date and shall increase (which rate will be increased by an additional 0.25% per annum at the end of for each subsequent 90-day periodperiod that such Registration Default Damages continue to accrue; provided, but that the rate at which such Registration Default Damages accrue may in no event shall such rate exceed 1.00% per annum); or
(c) if any Registered Exchange Offer is not consummated on or prior to the 30th Business Day after any Registration Statement is declared effective, then commencing on the day after such specified date, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such specified date (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Registration Default Damages continue to accrue; provided, that the rate at which such Registration Default Damages accrue may in no event exceed 1.00% per annum); 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, without being succeeded immediately by an additional Registration Statement filed and declared effective, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the 90-day period immediately following first 90 days from and including such date on which the Registration Statement ceases to be effective and shall increase (which rate will be increased by an additional 0.25% per annum at the end of for each subsequent 90-day periodperiod that such Registration Default Damages continue to accrue; provided, but that the rate at which such Registration Default Damages accrue may in no event shall such rate exceed 1.00% per annum;); provided, however, that (1) upon the filing of the Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (b) above), (3) upon the consummation of the Registered Exchange Offer (in the case of paragraph (c) above) or (4) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (d) above), Registration Default Damages shall cease to accrue. The Company shall in no event be required to pay additional interest for more than one Registration Default at any given time. Any amounts of Registration Default Damages due will be payable on the same original interest payment dates as interest on the Securities is payable. Any Holder of Securities who cannot or does not participate in the Registered Exchange Offer or that is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to receive Registration Default Damages that arise from Registrations Defaults relating solely to the Registered Exchange Offer or Shelf Registration Statement, respectively.
Appears in 1 contract
Sources: Registration Rights Agreement (Phoenix Consulting Group, LLC)
Registration Defaults. If any of the following events shall occur, then the Issuer and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities the applicable Security in respect of the Securities applicable Security as follows:
(a) if any Registration Statement (other than the Market Making Registration Statement) required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the 90-day period immediately following first 90 days from and including such specified date and shall will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or
(b) if any Registration Statement (other than the Market Making Registration Statement) required by this Agreement is not declared effective by the Commission on or prior to the date by which reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the 90-day period immediately following first 90 days from and including such specified date and shall date; such rate will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or
(c) if any Registration Statement (other than the Market Making Registration Statement) required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the 90-day period immediately following first 90 days from and including such date on which the Registration Statement ceases to be effective and shall effective; such rate will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum;; or
(d) if the Registered Exchange Offer has not been consummated within 240 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such specified date and will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; provided, however, that (1) upon the filing of the Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (b) above), (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), or (4) upon the consummation of the Registered Exchange Offer (in the case of paragraph (d) above), Registration Default Damages shall cease to accrue. Notwithstanding any provision herein to the contrary, Registration Default Damages shall 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 Section 9(a)-(d) has occurred and is pending.
Appears in 1 contract
Sources: Registration Rights Agreement (US Oncology Holdings, Inc.)
Registration Defaults. If any of the following events shall occur, then the Issuer Issuers shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(a) a. if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 60 days from and including such specified date and shall increase by 0.25.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; orthereafter;
(b) b. if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which commercially reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 60 days from and including such specified date and shall increase by 0.25.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annumthereafter; or
(c) c. if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 60 days from and including such date on which the Registration Statement ceases to be effective and shall increase by 0.25.50% per annum at thereafter, provided, however, that (1) upon the end filing of each subsequent 90-day periodthe Registration Statement (in the case of paragraph (a) above), but (2) upon the effectiveness of the Registration Statement (in no event the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), Registration Default Damages shall such cease to accrue and the interest rate exceed 1.00% per annum;shall revert to the original rate.
Appears in 1 contract
Sources: Registration Rights Agreement (Forida East Coast Railway L.L.C.)
Registration Defaults. If any of the following events (each, a “Registration Default”) shall occur, then the Issuer Issuers shall pay liquidated damages additional interest (the “Registration Default DamagesAdditional Interest”) to the Holders of Securities in respect of the Securities as follows:
(a) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages Additional Interest shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the 90-day period immediately following first 90 days from and including such specified date and such rate shall increase in-crease by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which commercially reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages Additional Interest shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the 90-day period immediately following first 90 days from and including such specified date and such rate shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages Additional Interest shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the 90-day period immediately following first 90 days from and including such specified date on which the Registration Statement ceases to be effective and such rate shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum;; provided, however, that (1) upon the filing of the Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), Additional Interest shall cease to accrue. A Registration Default referred to in Section 8 hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or, if required to be kept effective after consummation of the Exchange Offer, the Exchange Offer Registration Statement or the related prospectus if (i) such 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 yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) any other material events with respect to the Issuers that would need to be described in such Registration Statement or the related prospectus and (ii) in the case of clause (y), the Issuers are proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such events or otherwise cause such Registration Statement and related prospectus to again be usable; provided, however, that if any such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured; provided further, however, that no Issuer may avail itself of the relief provided by this sentence for more than 90 days in any 365-day period.
Appears in 1 contract
Sources: Registration Rights Agreement (SMART Modular Technologies (DE), Inc.)
Registration Defaults. If any of the following events shall occur, then the Issuer shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities the applicable Security in respect of the Securities applicable Security as follows:
(a) if any Registration Statement required by this Agreement is not filed or designated with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the 90-day period immediately following first 90 days from and including such specified date and shall will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the 90-day period immediately following first 90 days from and including such specified date and shall date; such rate will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during for the 90-day period immediately following first 90 days from and including such date on which the Registration Statement ceases to be effective and shall effective; such rate will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum;; or
(d) if the Registered Exchange Offer has not been consummated within 240 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such specified date and will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; provided, however, that (1) upon the filing or designation of the Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (b) above), (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), or (4) upon the consummation of the Registered Exchange Offer (in the case of paragraph (d) above), Registration Default Damages shall cease to accrue. Notwithstanding any provision herein to the contrary, Registration Default Damages shall 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 Section 8(a)-(d) has occurred and is pending.
Appears in 1 contract
Registration Defaults. If (a) If, and only if, any of the following events shall occuroccur (each such event, a "Registration Default"), then the Issuer Company shall pay liquidated damages (the “"Registration Default Damages”") to the Holders of Securities Registrable Notes in respect of the Securities Notes as follows:
(ai) if any the Shelf Registration Statement required by this Agreement is not filed filed, or on file, with the Commission on or prior to or on the date specified for such filing in this AgreementShelf Filing Deadline, then commencing on the day following the Shelf Filing Deadline, Registration Default Damages shall accrue on the affected Registrable Notes at a rate of 0.25% per annum for the first 120 days from and including the day following the Shelf Filing Deadline and 0.50% per annum thereafter; or
(ii) the Shelf Registration Statement has not become effective, or a previously effective Shelf Registration Statement has not been made available, prior to or on the Effectiveness Target Date, commencing on the date following the Effectiveness Target Date, Registration Default Damages shall accrue on the Registrable Notes at a rate of 0.25% per annum for the first 120 days from and including the day following the Effectiveness Target Date and 0.50% per annum thereafter; or
(iii) the Shelf Registration Statement is filed and has become effective but, during the Shelf Registration Period, shall thereafter cease to be effective or fail to be usable for its intended purpose (other than pursuant to Section 3(c)(x) hereof) for more than 5 Business Days, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum during for the 90-day period immediately following first 120 days from and including such specified date on which the Shelf Registration Statement ceases to be effective and shall increase by 0.250.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annumthereafter; or
(biv) if the aggregate duration of Deferral Periods in any Registration Statement required by this Agreement is not declared effective by period exceeds the Commission on or prior number of days permitted in respect of such period pursuant to the date by which reasonable best efforts are to be used to cause such effectiveness under this AgreementSection 3(c)(x) hereof, then commencing on the day after the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such specified dateperiod, Registration Default Damages shall accrue on the affected Registrable Securities Notes at a rate of 0.25% per annum during for the 90-day period immediately following first 120 days from and including such specified date and shall increase by 0.250.50% per annum at thereafter. The Registration Default Damages payable as specified above shall be determined:
(A) in respect of the end Registrable Notes, to each holder of each subsequent 90-day periodNotes as described in Section 8(i) through (iv); and
(B) in respect of the Registrable Notes submitted for conversion into Common Stock during the existence of a Registration Default with respect to the Common Stock, the holder will not be entitled to receive any Registration Default Damages with respect to such 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 (y) 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 the avoidance of doubt, if the Company fails to register both the Notes and the Common Stock, then the Registration Default Damages shall such rate exceed 1.00% per annum; orbe payable in connection with the failure to register the Notes.
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to The Company shall in no event be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, pay Registration Default Damages shall in respect of more than one Registration Default at any one time. Additionally, in no event will Registration Default Damages accrue on the affected Registrable Securities at a rate per year in excess of 0.25% per annum during .50%.
(d) Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash semi-annually in arrears on each April 1 and October 1, with the 90first semi-day period immediately following annual payment due on the first such payment date on after which a Registration Default occurs. A Holder will not be entitled to Registration Default Damages as provided in Section 6 hereof, unless such Holder has timely delivered to the Registration Statement ceases to be effective Company a duly completed Notice and shall increase by 0.25% per annum at the end Questionnaire, together with such other information reasonably requested of each subsequent 90-day period, but such Holder in no event shall such rate exceed 1.00% per annum;accordance with this Agreement.
Appears in 1 contract
Registration Defaults. (a) If any of the following events shall occur, then the Issuer Issuers shall pay liquidated damages (the “Registration Default "Liquidated Damages”") to the Holders of Securities in respect of the Securities as follows:
(i) if (a) neither (x) the Registered Exchange Offer is completed within 270 Days of the Closing Date, nor (y) if any required, the Shelf Registration Statement required by this Agreement is not filed with declared effective within 120 days after the Commission on or prior obligation arises to the date specified for file such filing in this AgreementShelf Registration Statement pursuant to Section 3(a) hereof, then Registration Default Liquidated Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during on the 90-day period immediately following principal amount of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Liquidated Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum of the principal amount of such Registrable Securities; or
(bii) notwithstanding that the Issuers have consummated or will consummate a Registered Exchange Offer, if any the Issuers are required to file a Shelf Registration Statement required by this Agreement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the 120th day following the date by which reasonable best efforts are the obligation arises to be used file such Shelf Registration Statement pursuant to cause such effectiveness under this AgreementSection 3(a) hereof, then commencing on the day after such specified date, Registration Default Liquidated Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during of the 90-day period immediately following principal amount of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Liquidated Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum of the principal amount of such Registrable Securities; or
(ciii) subject to the last sentence of Section 4(k)(ii) hereof, if any the Shelf Registration Statement required by this Agreement Section 3(a) hereof has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this AgreementAgreement and such failure to remain effective exists for more than 60 days in any three-month period or more than 90 days in any twelve-month period during the period for which the Shelf Registration Statement is required, then commencing on the 61st day or 91st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Liquidated Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during of the 90-principal amount of such Registrable Securities for the first 90 days from and including such 61st day period immediately or 91st day, as applicable, following such the date on which the such Shelf Registration Statement ceases to be effective and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Liquidated Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annum;annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Liquidated Damages shall cease to accrue.
(b) Any amounts of Liquidated Damages due pursuant to paragraphs (i), (ii) or (iii) of subsection (a) will be payable in cash on each interest payment 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 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 1 contract
Registration Defaults. (a) If any of the following events shall occur, then the Issuer Issuers and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if any required, the Shelf Registration Statement required by this Agreement is not filed with declared effective, within, in each case, 180 days of the Commission on or prior to the date specified for such filing in this AgreementClosing Date, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during on the 90-day period immediately following principal amount of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum 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 any the Issuers and the Guarantors are required to file a Shelf Registration Statement required by this Agreement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day following the date by which reasonable best efforts are the filing of such Shelf Registration Statement is required or requested pursuant to be used to cause such effectiveness under this AgreementSection 3(a), then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during of the 90-day period immediately following principal amount of such Registrable Securities for the first 90 days from and including such specified date and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annumannum of the principal amount of such Registrable Securities; or
(ciii) subject to the last sentence of Section 4(k)(ii) above, if any 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 AgreementAgreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during of the 90-principal amount of such Registrable Securities for the first 90 days from and including such 31st day period immediately or 61st day, as applicable, following such the date on which the such Shelf Registration Statement ceases to be effective and shall increase increasing by an additional 0.25% per annum at the end beginning of each subsequent 90-day period, but period thereafter; provided that Registration Default Damages in no event shall such rate the aggregate under this Section 8 may not exceed 1.001.0% per annum;annum of the principal amount of such Registrable Securities; provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), 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 which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment 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.
(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. If any of the following events shall occur, then the Issuer Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(a) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 120 days from and including such specified date and shall will increase by 0.25.25% per annum at the end of each subsequent 90such 120-day period, but provided that the maximum aggregate increase in interest rate will in no event shall such rate exceed 1.00.50% per annum; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which commercially reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 120 days from and including such specified date and shall will increase by 0.25.25% per annum at the end of each subsequent 90such 120-day period, but provided that the maximum aggregate increase in interest rate will in no event shall such rate exceed 1.00.50% per annum; or
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25.25% per annum during for the 90-day period immediately following first 120 days from and including such date on which the Registration Statement ceases to be effective and shall will increase by 0.25.25% per annum at the end of each subsequent 90such 120-day period, but provided that the maximum aggregate increase in interest rate will in no event shall such rate exceed 1.00.50% per annum;; or
(d) if the Registered Exchange Offer has not been consummated within 225 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of .25% per annum for the first 120 days from and including such specified date and will increase by .25% per annum at the end of such 120-day period, provided that the maximum aggregate increase in interest rate will in no event exceed .50% per annum; provided, however, that (1) upon the filing of the Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (b) above), (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), or (4) upon the consummation of the Registered Exchange Offer (in the case of paragraph (d) above) Registration Default Damages shall cease to accrue.
Appears in 1 contract
Sources: Registration Rights Agreement (Southern Copper Corp/)