Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"): (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filing; (ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "Effectiveness Target Date"); (iii) the Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or (iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue from the first day of such Registration Default in an amount equal to $.05 per week per $1,000 principal amount of Notes for the first 90-day period immediately following the occurrence of such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of $.50 per week per $1,000 principal amount of Notes. (b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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. (c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities.
Appears in 2 contracts
Sources: Registration Rights Agreement (Icon Health & Fitness Inc), Registration Rights Agreement (Icon Health & Fitness Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Securities each Transfer Restricted Security shall be assessed as follows if any either of the following events occur (each such event in clauses (i) through and (ivii) below being herein called a "an “Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filing;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date");Deadline; or
(iiiii) on and after the Exchange Offer has not been consummated within applicable Effectiveness Deadline (plus an additional 30 business days in respect of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) ), any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder or (3) of a Suspension by the Company in accordance with Section 3(w) hereof. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on each Transfer Restricted Security over and above the interest set forth in the title of such Transfer Restricted Security from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been curedceased to be continuing, up to at a maximum amount rate of $.50 0.50% per week per $1,000 principal amount of Notesannum (the “Additional Interest Rate”).
(b) A Registration Default referred to in Section 6(a)(iv6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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 date of such Registration Default occurs until such Registration Default is curedceases.
(c) Notwithstanding the foregoing, the Company shall not be required to pay the Additional Interest required pursuant to paragraph (a) above to a Holder of Transfer Restricted Securities if the applicable Registration Default arises by reason of the failure of such Holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the FINRA or the Commission may request in connection with such Shelf Registration Statement or (iii) is required to comply with the agreements of such Holder contained in Section 3(a) to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective.
(d) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Midamerican Energy Holdings Co /New/), Registration Rights Agreement (Midamerican Energy Holdings Co /New/)
Additional Interest Under Certain Circumstances. (a) Additional a. By way of liquidated damages, additional interest (the "“Additional Interest"”) with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "“Registration Default"”):
(i) i. any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingFiling Deadline or Shelf Filing Deadline, as applicable;
(ii) . any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) . the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) . any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0 % per week per $1,000 principal amount of Notesannum.
(b) b. A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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 curedcured (1) in any case, if such Registration Default occurs for a continuous period in excess of 30 days or (2) solely in the case of a material acquisition by the Company or any of its subsidiaries requiring financial statements to be filed with the Commission, if such Registration Default occurs for a continuous period in excess of sixty (60) days.
(c) c. Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Inergy L P), Registration Rights Agreement (Inergy L P)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i), (ii) through and (iviii) below being herein called a "“Registration Default"”):
(i) any The Shelf Registration Statement required by this Agreement Statement, if required, is not filed with declared effective within the Commission on or prior to the date specified for filingperiod described in Section 2(a) hereof;
(ii) any Registration Statement required If by this Agreement the date that is 365 days after the Issue Date, the Registered Exchange Offer is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "Effectiveness Target Date");consummated; or
(iii) If after the Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) any Shelf Registration Statement required by this Agreement has been is declared (or becomes automatically) effective by the Commission but (A) such Registration Statement thereafter ceases to be effective effective; or (B) such Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein. Each of the foregoing will constitute a Registration Default whatever the reason for herein because either (1) any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or occurs as a result of which the related prospectus forming part of such Registration Statement would include any action untrue statement of a material fact or inaction by omit to state any material fact necessary to make the Commission. The Company shall pay Additional Interest to each Holder statements therein in the event light of a the circumstances under which they were made not misleading or (2) it shall be necessary to amend such Shelf Registration DefaultStatement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default shall occur (except in an amount equal the case of clause (iii) above, in which case such accrual shall begin from and include the 61st consecutive day following such failure to $.05 per week per $1,000 principal amount of Notes for remain effective or usable) to but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up at a rate of 0.25% per annum with respect to a maximum the first 90 days after the date of (or the 61st day following, in the case of clause (iii)) the Registration Default (which rate shall be increased by an additional 0.25% per annum at the beginning of each subsequent 90-day period), in each case until (1) the Exchange Offer is completed; (2) the Shelf Registration Statement is declared effective or is no longer required to be effective; or (3) the Registration Default no longer exists, as the case may be; provided, however, that at no time shall the amount of $.50 Additional Interest accruing exceed in the aggregate 0.50% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 60 days, Additional Interest shall be payable in accordance with the above paragraph from the 61st day after such Registration Default occurs until such Registration Default is cured.
(c) The remedy set forth in Section 6(a) hereof shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default.
(d) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Chesapeake Midstream Partners Lp), Registration Rights Agreement (Chesapeake Midstream Partners Lp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "“Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but but, thereafter during the period during which the Company is required to maintain the effectiveness thereof, (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities, for a period of 60 days, whether or not consecutive, because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities during Act or the periods specified hereinExchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Specified Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 60 days, whether or not consecutive, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Notwithstanding the foregoing, any Registration Default specified in clause (i), (ii) or (iii) of the preceding section (a) that relates to the Exchange Offer Registration Statement or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement is declared effective by the SEC.
(d) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
(e) Following the cure of all Registration Defaults the accrual of additional interest on the Specified Securities will cease and the interest rate will revert to the original rate; provided, however, that if, after any such additional interest ceases to accrue, a different event specified in clause (i), (ii), (iii) or (iv) of the definition of Registration Default above occurs, such additional interest shall begin to accrue again pursuant to the foregoing provisions. The Company shall notify the Trustee within five business days after the occurrence of each Registration Default. The Company shall pay the additional interest due on the Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, by 12:00 noon, New York City time, on or before the applicable semi-annual interest payment date for the Securities, immediately available funds in sums sufficient to pay the additional interest then due. The additional interest amount due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture.
Appears in 2 contracts
Sources: Registration Rights Agreement (United Rentals Inc /De), Registration Rights Agreement (United Rentals Gulf Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "“Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but but, thereafter during the period during which the Company is required to maintain the effectiveness thereof, (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities, for a period of 60 days, whether or not consecutive, because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities during Act or the periods specified hereinExchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration DefaultCommission . Additional Interest shall accrue on the Specified Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 60 days, whether or not consecutive, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Notwithstanding the foregoing, any Registration Default specified in clause (i), (ii) or (iii) of the preceding section (a) that relates to the Exchange Offer Registration Statement or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement is declared effective by the SEC.
(d) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
(e) Following the cure of all Registration Defaults the accrual of additional interest on the Specified Securities will cease and the interest rate will revert to the original rate; provided, however, that if, after any such additional interest ceases to accrue, a different event specified in clause (i), (ii), (iii) or (iv) of the definition of Registration Default above occurs, such additional interest shall begin to accrue again pursuant to the foregoing provisions. The Company shall notify the Trustee within five business days after the occurrence of each Registration Default. The Company shall pay the additional interest due on the Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, by 12:00 noon, New York City time, on or before the applicable semi-annual interest payment date for the Securities, immediately available funds in sums sufficient to pay the additional interest then due. The additional interest amount due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture.
Appears in 2 contracts
Sources: Registration Rights Agreement (United Rentals Inc /De), Registration Rights Agreement (United Rentals Inc /De)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Securities shall accrue and be assessed payable as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "“Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Exchange Filing Deadline or Shelf Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Exchange Effectiveness Target Date")Deadline or Shelf Effectiveness Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Consummation Deadline and a Shelf Registration Statementis not effective; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company Obligors or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount annum. Following the cure of Notesall Registration Defaults, the accrual of Additional Interest will cease.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf Registration Statement to incorporate annual audited financial information with respect to the Company Obligors 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) other material events, events with respect to the Company Obligors that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is Obligors are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 60 days for (x) and 30 daysdays for (y), Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. The period of any such Registration Default is added to the relevant two-year period in accordance with clause 3(j) above.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Inmarsat Launch CO LTD), Registration Rights Agreement (Inmarsat Launch CO LTD)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Securities each Transfer Restricted Security shall be assessed as follows if any either of the following events occur (each such event in clauses (i) through and (ivii) below being herein called a "“Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filing;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date");Deadline; or
(iiiii) on and after the Exchange Offer has not been consummated within applicable Effectiveness Deadline (plus an additional 30 business days in respect of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) ), any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder or (3) of a Suspension by the Company in accordance with Section 3(w) hereof. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on each Transfer Restricted Security over and above the interest set forth in the title of such Transfer Restricted Security from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been curedceased to be continuing, up to at a maximum amount rate of $.50 0.50% per week per $1,000 principal amount of Notesannum (the “Additional Interest Rate”).
(b) A Registration Default referred to in Section 6(a)(iv6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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 date of such Registration Default occurs until such Registration Default is curedceases.
(c) Notwithstanding the foregoing, the Company shall not be required to pay the Additional Interest required pursuant to paragraph (a) above to a Holder of Transfer Restricted Securities if the applicable Registration Default arises by reason of the failure of such Holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the FINRA or the Commission may request in connection with such Shelf Registration Statement or (iii) is required to comply with the agreements of such Holder contained in Section 3(a) to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective.
(d) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the SecuritiesSecurities and in the same manner and to the same persons as ordinary interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Berkshire Hathaway Energy Co), Registration Rights Agreement (Berkshire Hathaway Energy Co)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per week per $1,000 principal amount of Notes annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.50% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 2.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash or as PIK Interest (as defined in the Indenture) on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 2 contracts
Sources: Notes Registration Rights Agreement (Fs Equity Partners Iii Lp), Notes Registration Rights Agreement (Blum Capital Partners Lp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities Debentures shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a "Registration Default"):
(i) any If the Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingFiling Deadline;
(ii) any If the Registration Statement required by this Agreement is has not been declared effective by the Commission on or prior to before the date specified for such effectiveness (the "Effectiveness Target Date");Deadline; or
(iii) If the Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Registrable Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration DefaultCommission . Additional Interest shall accrue on the Debentures and any Underlying Shares into which any Debentures had been converted previously over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to (A) at a maximum amount rate of $.50 0.25% per week annum in the case of clause (i) above and (B) at a rate of 0.50% per $1,000 principal amount annum in the case of Notesclause (ii) and clause (iii) above (the "Additional Interest Rate").
(b) A Registration Default referred to in Section 6(a)(iv5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf the 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) other material events, with respect to the Company that would need to be described in such Shelf the Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf the Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) will be payable in cash on the regular interest payment dates with respect to the SecuritiesDebentures. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the aggregate issue price plus accrued original issue discount of the outstanding Registrable Securities and, if applicable, the aggregate Applicable Conversion Price of any issued Underlying Shares into which any Debentures have been converted previously and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. The term "Applicable Conversion Price" means the original issue discount to the date of calculation divided by the conversion rate as then in effect.
Appears in 2 contracts
Sources: Registration Rights Agreement (International Paper Co /New/), Registration Rights Agreement (International Paper Co /New/)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Initial Securities and the Private Exchange Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration DefaultREGISTRATION DEFAULT")::
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to at a maximum amount rate of $.50 0.50% per week per $1,000 principal amount annum (the "ADDITIONAL INTEREST RATE") (regardless of Notesthe number of Registration Defaults).
(b) A Registration Default referred to in Section 6(a)(iv6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus during any Suspension Period if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities or Private Exchange Notes, as the case may be, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per week per $1,000 principal amount of Notes annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.50% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 2.0% per week annum. The Additional Interest Rate shall not increase beyond 0.50% per $1,000 principal amount annum during any 90-day period in the case of Notesconcurrent Registration Defaults during any such period.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Ucar International Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a "Registration DefaultFailure to Register"):
(i) any if by July 6, 1997, neither the Exchange Offer Registration Statement required by this Agreement is not nor a Shelf Registration Statement has been filed with the Commission on or prior to the date specified for filingCommission;
(ii) any If by October 19, 1997, neither the Registration Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "Effectiveness Target Date");Commission; or
(iii) the Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect to If, after November 18, 1997, and after either the Exchange Offer Registration Statement; or
(iv) any Statement or the Shelf Registration Statement required by this Agreement has been is declared effective by the Commission but effective, (A) such Registration Statement thereafter ceases to be effective prior to completion of the Exchange Offer or the sale of all the Transferred Restricted Notes registered pursuant to the Shelf Registration Statement, as the case may be (except upon termination of the period specified in Section 2(j) hereof or as permitted in paragraph (b) of this Section 6); or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities Notes during the periods specified herein. Each in this Agreement (except as permitted in paragraph (b) of the foregoing will constitute a Registration Default whatever the reason for this Section 6) because either (1) any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or occurs as a result of which the related prospectus forming part of such Registration Statement would include any action untrue statement of a material fact or inaction by omit to state any material fact necessary to make the Commission. The Company shall pay Additional Interest to each Holder statements therein in the event light of a the circumstances under which they were made not misleading or (2) it shall be necessary to amend such Registration DefaultStatement, or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall accrue on the Notes over and above the interest set forth in the title of the Notes from and including the first day of date on which any such Registration Default in an amount equal Failure to $.05 per week per $1,000 principal amount of Notes for Register shall occur to but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect Failures to each subsequent 90-day period until all Registration Defaults Register have been cured, up to at a maximum amount rate of $.50 0.50% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default Failure to Register referred to in Section 6(a)(iv6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default Failure to Register has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company and the Guarantors 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) the occurrence of other material events, events or developments with respect to the Company or any Guarantor that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is and the Guarantors are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such eventsevents or, in the case of material developments that the Company and the Guarantors determine in good faith must remain confidential for business reasons, the Company and the Guarantors are proceeding promptly and in good faith to take such steps as are necessary so that such developments need no longer remain confidential; provided, however, that in any case case, if such Registration Default Failure to Register occurs for a -------- ------- continuous period in excess of 30 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day following such Registration Default occurs 45 day period until the date on which such Registration Default Failure to Register is cured.
(c) Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of Section 6(a) 6 above will be payable in cash on the regular interest payment dates with respect to the SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Mobile Field Office Co)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities Notes shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any if the Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingFiling Deadline;
(ii) any if the Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "Effectiveness Target Date");Deadline; or
(iii) the Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date Company fails with respect to a Holder that supplies the Exchange Offer Notice and Questionnaire described in Paragraph 2(m) to amend or supplement the Registration StatementStatement in the manner set forth in 2(m); provided that such assessment shall be paid only to such Holder and directly to such Holder; or
(iv) any if the Registration Statement required by this Agreement has been declared effective by the Commission but (Aa) such Registration Statement thereafter ceases to be effective or usable (Bexcept as permitted in paragraph (b)) such and the Company does not cure the Registration Statement within five business days by a post-effective amendment or a report filed pursuant to the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary Exchange Act or involuntary or is beyond the control of (b) the Company or pursuant to operation of law or does not terminate the suspension period described above in Section 2(c), as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Defaultcase may be. Additional Interest shall accrue on the Notes and Conversion Shares that are Transfer Restricted Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up at a rate of 0.5% per year for the Notes, or, if applicable, on an equivalent basis per share (subject to a maximum amount adjustment in the case of $.50 per week per $1,000 principal amount stock splits, stock recombinations, stock dividends and the like of Notescommon stock constituting Transfer Restricted Securities (the "ADDITIONAL INTEREST RATE"). Notwithstanding the foregoing, no Additional Interest shall be payable as to any Securities following the Shelf Registration Period.
(b) A Registration Default referred to in Section 6(a)(iv5(a)(iv) (a) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf the 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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 following such Registration Default occurs 30 day period until the date on which such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a5(a) above will be payable in cash on the regular interest payment dates with respect to the SecuritiesNotes and Conversion Shares. The amount of Additional Interest will be determined by (1) multiplying the applicable Additional Interest Rate by (i) in the case of the Notes, the principal amount of the Notes or (ii) in the case of the Conversion Shares, the "Applicable Conversion Price" and (2) then multiplying the products of the calculation set forth in (c)(1) by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Fairchild Semiconductor International Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below being herein called a "“Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective (or does not become automatically effective) by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration Statement; orConsummation Deadline;
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission (or became automatically effective) but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder; or
(v) after the 60th consecutive day in any 90-day period or the 90th day in any 365-day period, as the case may be, of any Suspension Period, the suspension referred to in Section 1 or Section 2, as applicable, has not been terminated. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate for all Registration Defaults of 1.0% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease. Notwithstanding the foregoing, the amount of $.50 per week per $1,000 principal amount Additional Interest payable in respect of NotesSecurities shall not increase because more than one Registration Default has occurred and is pending.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 60 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Notes that are Registrable Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "“Registration Default"”):
(i) any the Initial Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingFiling Deadline;
(ii) any the Initial Shelf Registration Statement required by this Agreement is not first declared effective by the Commission on or prior to the date specified for such effectiveness (the "Effectiveness Target Date")Deadline;
(iii) the Exchange Offer Company has not been consummated failed to perform its obligations set forth in Section 1(d) within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statementtime period required therein; or
(iv) any Shelf Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Shelf Registration Statement or related prospectus thereafter ceases to be effective or useable (B) such subject to the Company’s right to suspend the use of the Shelf Registration Statement or and the related prospectus ceases to be usable as set forth in connection Section 1(d) and Section 2(h)) in accordance with resales the provisions of Transfer Restricted Securities this Agreement and during the periods specified hereinherein and (A) the Company does not cure the Shelf Registration Statement within five (5) Business Days (which shall not be deemed to extend the incurrence and accrual of any obligation to pay Additional Interest beyond the time provided for in the second to last sentence of Section 2(h)) after it ceases to be effective or useable by a post-effective amendment or additional Shelf Registration Statement being filed and declared effective or a report filed pursuant to the Exchange Act or (B) if applicable, the Company does not terminate any Deferral Period within the time provided for in the second to last sentence of Section 2(h). Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue from the first day of such Registration Default in an amount equal to $.05 per week per $1,000 principal amount of Notes for the first 90-day period immediately following the occurrence of such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of $.50 per week per $1,000 principal amount of Notes.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Magma Design Automation Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "“Registration Default"”):
(i) any Registration Statement (other than a Market-Making Registration Statement) required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement (other than a Market-Making Registration Statement) required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement (other than a Market-Making Registration Statement) required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per week per $1,000 principal amount of Notes annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.50% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv7(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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 curedcured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement or related prospectus usable.
(c) Prior to the interest payment date on which any amounts of Additional Interest are required to be paid, the Company shall determine the amount of Additional Interest due and payable on such interest payment date and, not less than 15 business days prior to such interest payment date, notify the Trustee in writing of such amount and whether the Additional Interest shall be paid in cash. Any amounts of Additional Interest due pursuant to Section 6(a) will be (i) if such Additional Interest accrued prior to November 1, 2008, at the option of the Company, either (x) added to the Accreted Value (as defined in the Indenture) of each applicable Security or (y) paid in cash on the interest payment date on which interest accruing on the Securities as of the date of such accrual of Additional Interest as specified by the Indenture and (ii) if such Additional Interest accrued from and after November 1, 2008, payable in cash on the regular each interest payment dates with respect date on which interest accruing on the Securities as of the date of such accrual of Additional Interest as specified by the Indenture, in each case, to the Securitiesrecord holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Reddy Ice Holdings Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any the Exchange Offer Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 0.75% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a "Registration Default"):
(i) any If by May 6, 1998, neither the Exchange Offer Registration Statement required by this Agreement is not nor a Shelf Registration Statement has been filed with the Commission on or prior to the date specified for filingCommission;
(ii) any If by August 4, 1998, neither the Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "Effectiveness Target Date");Commission; or
(iii) the Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect to If after either the Exchange Offer Registration Statement; or
(iv) any Statement or the Shelf Registration Statement required by this Agreement has been is declared effective by the Commission but effective, (A) such Registration Statement thereafter ceases to be effective during the periods specified herein, or (B) such Registration Statement or the related prospectus ceases to be usable usuable (except as permitted in paragragh (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein. Each of the foregoing will constitute a Registration Default whatever the reason for herein because either (1) any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or occurs as a result of which the related prospectus forming part of such Registration Statement would include any action untrue statement of a material fact or inaction by omit to state any material fact necessary to make the Commission. The Company shall pay Additional Interest to each Holder statements therein in the event light of a the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration DefaultStatement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to at a maximum amount rate of $.50 0.50% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and and, (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe described such events; provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 60 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.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator to which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest"“AdditionalInterest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a "“Registration Default"”):
(i) any the Shelf Registration Statement required by this Agreement is has not been filed with the Commission on or prior to by the date specified for filing90th day after the Issue Date;
(ii) any the Shelf Registration Statement required by this Agreement is has not been declared effective by the Commission on or prior to by the date specified for such effectiveness (180th day after the "Effectiveness Target Issue Date");; or
(iii) the Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) any Shelf Registration Statement required by this Agreement has been declared effective by the Commission but but, thereafter during the period during which the Company and the Guarantor are required to maintain the effectiveness thereof, (A) such the Shelf Registration Statement thereafter ceases to be effective or (B) such the Shelf Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities, for a period of 60 days, whether or not consecutive, because either (1) any event occurs as a result of which the related prospectus forming part of the Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend the Shelf Registration Statement or supplement the related prospectus, to comply with the Securities during Act or the periods specified hereinExchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company and the Guarantor or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Initial Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum for the Initial Securities (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount annum. With respect to each Holder, the obligation of Notesthe Company and the Guarantor to pay Additional Interest shall remain in effect only so long as the Initial Securities held by such Holder are Transfer Restricted Securities (as defined below).
(b) A Registration Default referred to in Section 6(a)(iv5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf Registration Statement or the related prospectus Prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such the Shelf 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 Prospectus or (y) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus Prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such the Shelf Registration Statement and related prospectus Prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 60 days, whether or not consecutive, during the Shelf Registration Period, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Initial Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
(d) Following the cure of all Registration Defaults the accrual of additional interest on the Initial Securities will cease and the interest rate will revert to the original rate; provided, however, that if, after any such additional interest ceases to accrue, a different event specified in clause (i), (ii) or (iii) of the definition of Registration Default above occurs, such additional interest shall begin to accrue again pursuant to the foregoing provisions. The Company shall notify the Trustee within five business days after the occurrence of each Registration Default. The Company shall pay the additional interest due on the Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, by 12:00 noon, New York City time, on or before the applicable semi-annual interest payment date for the Securities, immediately available funds in sums sufficient to pay the additional interest then due. The additional interest amount due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture.
Appears in 1 contract
Sources: Registration Rights Agreement (United Rentals Inc /De)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "“Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount annum. In no event shall the Company be obligated to pay Additional Interest under more than one of Notesthe clauses in this Section 6(a) at any one time and, in the case of a Shelf Registration, it is expressly understood that Additional Interest should be payable only with respect to Securities so requested to be registered pursuant to Section 2 hereof.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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 prospectus, (y) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus or (z) the suspension of the effectiveness of such Registration Statement because the Company does not wish to disclose publicly a pending material business transaction that has not yet been publicly disclosed, and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that if (A) in any the case if of a Registration Default described in clause (i)(x), such Registration Default occurs for a -------- ------- continuous period in excess of 30 daysdays and (B) in the case of a Registration Default described in clause (i)(y) or (i)(z), such Registration Default occurs for a period of more than 45 days in any three-month period or more than an aggregate of 90 days in any 12-month period, then Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities each Transfer Restricted Security shall be assessed as follows if any either of the following events occur (each such event in clauses (i) through and (ivii) below being herein called a an "Registration DefaultREGISTRATION DEFAULT"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filing;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date");Deadline; or
(iiiii) on and after the Exchange Offer has not been consummated within applicable Effectiveness Deadline (plus an additional 30 business days in respect of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) ), any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder or (3) of a Suspension by the Company in accordance with Section 3(w) hereof. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on each Transfer Restricted Security over and above the interest set forth in the title of such Transfer Restricted Security from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been curedceased to be continuing, up to at a maximum amount rate of $.50 0.50% per week per $1,000 principal amount of Notesannum (the "ADDITIONAL INTEREST RATE").
(b) A Registration Default referred to in Section 6(a)(iv6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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 date of such Registration Default occurs until such Registration Default is curedceases.
(c) Notwithstanding the foregoing, the Company shall not be required to pay the Additional Interest required pursuant to paragraph (a) above to a Holder of Transfer Restricted Securities if the applicable Registration Default arises by reason of the failure of such Holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the NASD or the Commission may request in connection with such Shelf Registration Statement or (iii) is required to comply with the agreements of such Holder contained in Section 3(a) to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective.
(d) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Midamerican Energy Holdings Co /New/)
Additional Interest Under Certain Circumstances. The Company, the Purchasers and each Holder of Transfer Restricted Securities agree by acquisition of such Securities that the Holders of Transfer Restricted Securities will suffer damages if a Registration Default (as defined below) occurs and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company, the Purchasers and each Holder of Transfer Restricted Securities agree that the following additional interest provisions shall constitute liquidated damages in the event of a “Registration Default” (as defined below) and shall constitute the sole remedy of the Purchasers and each Holder of Transfer Restricted Securities for any Registration Defaults.
(a) Additional In accordance with the terms of the Securities, additional interest (the "“Additional Interest"”) with respect to the Securities and New Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "“Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filing240th day following the Issue Date ( the “Effectiveness Target Date”), neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to 45 days following the date specified for such effectiveness (the "Effectiveness Target Date");
(iii) , the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statementconsummated; or
(iviii) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein. Each of the foregoing will shall constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The ; provided, however, that the Company shall in no event be required to pay Additional Interest to each Holder in the event of a for more than one Registration DefaultDefault at any given time. Additional Interest shall accrue on the Securities or New Securities, from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults shall have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the “Additional Interest Amount”) for the first 90-day period immediately following the occurrence of such Registration Default and shall Default. The Additional Interest Amount will increase by an additional $.05 0.25% per week per $1,000 principal amount annum at the end of Notes with respect to each subsequent such first 90-day period immediately following the date on which the first Registration Default shall occur until all such Registration Defaults have been cured, up to a maximum amount of $.50 Additional Interest for all Registration Defaults of 0.50% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will shall be payable in cash on the regular interest payment dates with respect paid to the SecuritiesHolders entitled thereto on April 1 and October 1 of any given year as more fully set forth in the Indenture and the Notes.
Appears in 1 contract
Sources: Registration Rights Agreement (American Tower Corp /Ma/)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Securities shall be assessed assessed, subject to Section 6(b) hereof, as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "“Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum. Notwithstanding any provisions herein to the contrary, if a Registered Exchange Offer has been consummated, Additional Interest shall not accrue on any Security that is no longer a Transfer Restricted Security.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 60 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is curedcured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement or related prospectus in effect.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Ameripath Indiana LLC)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder or (3) the Company makes a Suspension Determination in accordance with Section 2(b) to suspend the use of the Shelf Registration Statement or prospectus. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration DefaultCommission . Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf Registration Statement to incorporate annual audited or quarterly financial information with respect to the Company where such post-post- effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such eventsevents or to otherwise cause such Registration Statement and related prospectus to again be usable; provided, however, that in any case if 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 or (ii) such Registration Default has occurred solely as a result of a Suspension Determination by the Company in accordance with Section 2(b); provided, however, that if any such Suspension Period exceeds 30 days individually or 60 days in the aggregate during any 365-day period, Additional Interest shall be paid in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Hyster Overseas Capital Corp LLC)
Additional Interest Under Certain Circumstances. (a) Additional The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) unless not permitted by applicable law (after the Company has complied with the last paragraph of Section 2), the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective (unless the Company is no longer required to maintain the effectiveness of such Registration Statement pursuant to the terms of Section 2 or Section 3(b), as applicable) or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv7(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that that, in any case case, if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a7(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (State Auto Financial Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities each Transfer Restricted Security shall be assessed as follows if any either of the following events occur (each such event in clauses (i) through and (ivii) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filing;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date");Deadline; or
(iiiii) on and after the Exchange Offer has not been consummated within applicable Effectiveness Deadline (plus an additional 30 business days in respect of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) ), any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder or (3) of a Suspension by the Company in accordance with Section 3(w) hereof. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on each Transfer Restricted Security over and above the interest set forth in the title of such Transfer Restricted Security from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been curedceased to be continuing, up to at a maximum amount rate of $.50 0.50% per week per $1,000 principal amount of Notesannum (the "ADDITIONAL INTEREST RATE").
(b) A Registration Default referred to in Section 6(a)(iv6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that in any case if 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 date of such Registration Default occurs until such Registration Default is curedceases.
(c) Notwithstanding the foregoing, the Company shall not be required to pay the Additional Interest required pursuant to paragraph (a) above to a Holder of Transfer Restricted Securities if the applicable Registration Default arises by reason of the failure of such Holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the NASD or the Commission may request in connection with such Shelf Registration Statement or (iii) is required to comply with the agreements of such Holder contained in Section 3(a) to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective.
(d) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (FBL Financial Group Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filing;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iiiii) the Registered Exchange Offer has not been consummated within 30 business days on or prior to the Consummation Deadline; or
(iii) if obligated to file a Shelf Registration Statement due to the existence of any of the Effectiveness Target Date circumstances described in clauses (ii), (iii) or (iv) of Section 2, the Company fails to file the Shelf Registration Statement with respect the Commission on or prior to the Exchange Offer Registration Statement45th day after the applicable Trigger Date; orand
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount but excluding the earlier of Notes for (i) the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been curedcured and (ii) the first date on which the Securities shall become saleable pursuant to Rule 144(k) under the Securities Act, up to or any successor rule thereof, at a maximum amount rate of $.50 1.00% per week per $1,000 principal amount of Notesannum (the "Additional Interest Rate").
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any -------- ------- case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Seagate Technology Holdings)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities Notes shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingFiling Deadline;
(ii) any the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date Company fails with respect to a Holder that supplies a Notice and Questionnaire to supplement the Exchange Offer Shelf Registration StatementStatement in a timely manner in order to name additional selling shareholders; or
(iv) any the Shelf Registration Statement required by this Agreement has been declared effective by the Commission but (A) such the Shelf Registration Statement thereafter ceases to be effective or (B) such the Shelf Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein (other than pursuant to Section 1(c) hereof) and (1) the Company fails to cure the Registration Default within five business days by a post-effective amendment or a report filed pursuant to the Exchange Act or (2) if applicable, the Company does not terminate the Deferral Period by the 90th day, as the case may be. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue daily on the Notes over and above the interest set forth in the title of the Notes from and including the first day of date on which any such Registration Default in an amount equal to $.05 per week per $1,000 principal amount of Notes for shall occur to, but excluding, the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up at a rate of 0.50% per annum for the notes (the "ADDITIONAL INTEREST RATE") and, if applicable, on an equivalent basis per share (subject to a maximum amount adjustment in the case of $.50 per week per $1,000 principal amount stock splits, stock recombinations, stock dividends and the like) of Common Stock issuable upon conversion of the Notes.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf 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 the Shelf 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 Notice Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such the Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such the Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities.PROVIDED,
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per week per $1,000 principal amount of Notes annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until the earlier of the date on which (x) the Securities are no longer Transfer Restricted Securities or (y) all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that in any case if 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 curedcured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or related prospectus usable.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Harman International Industries Inc /De/)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called below, a "Registration Default")::
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any If after either the Exchange Offer Registration Statement required by this Agreement has been or the Shelf Registration Statement is declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective effective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per week per $1,000 principal amount of Notes annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 per week per $1,000 principal amount of Notes 0.50% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 per week per $1,000 principal amount of Notes2.0%.
(b) A Registration Default referred to in Section 6(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Columbus McKinnon Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Initial Securities and Private Exchange Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Initial Securities and the Private Exchange Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per week per $1,000 principal amount of Notes annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.50% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 2.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing filing
of a post-effective amendment to such Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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 following such Registration Default occurs 30-day period until the date on which such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Initial Securities or Private Exchange Securities, as the case may be, and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Intersil Holding Co)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder; provided, however, the Registration Default referred to in this Section 6(a)(iv) shall be deemed not to have occurred and to be continuing, and Additional Interest shall not accrue, during any period the Company is permitted to suspend offerings and sales pursuant to Section 3(j). Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration DefaultCommission . Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder and, in the case of any such amendments or supplements related solely to naming additional Electing Holders as selling securityholders under a Shelf Registration Statement, such amendments or supplements are not filed and declared effective by the Commission within five business days of the Company's receipt of the applicable Notice and Questionnaire. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until the date on which all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum. Notwithstanding the foregoing, Additional Interest shall not accrue on any Security that is no longer a Transfer Restricted Security.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely principally as a result of (x) the filing of a post-effective amendment to such Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, howeverhowever that in the case of (y), the Company may delay filing and distributing any such supplement or amendment (and continue the suspension of the use of the prospectus) if the Company determines in good faith that such supplement or amendment would, in the reasonable judgment of the Company, (A) interfere with or affect the negotiation or completion of a transaction that is being contemplated by the Company, or (B) involve initial or continuing disclosure obligations that are not in the best interests of the Company's stockholders at such time; provided, further, that neither such delay nor such suspension shall extend for a period of more than 45 consecutive days or an aggregate of 90 days in any twelve-month period; provided, further, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 45 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Burns Philp Netherlands European Holdings Bv)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below of this Section 7(a) being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest otherwise payable on the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.125% per week per $1,000 principal amount of Notes annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.125% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.25% per annum. Notwithstanding the foregoing to the contrary, the amount of $.50 per week per $1,000 principal amount Additional Interest payable shall not increase solely as a result of Notesthe occurrence and pendency of more than one Registration Default.
(b) A Registration Default referred to in Section 6(a)(iv7(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such eventsevents as required by Section 3(j); provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph Section 7(a) from the day such Registration Default occurs until such Registration Default is cured, at which time Additional Interest shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities will revert to the original rate.
(c) Any amounts of Additional Interest due pursuant to Section 6(a7(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Gulfstream Aerospace Corp)
Additional Interest Under Certain Circumstances. (ai) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed Initial Notes will accrue as follows if any of the following events occur occurs (each such event identified in clauses clause (iA), (B) through or (ivC) below being herein called below, a "Registration DefaultFailure to Register"):
(iA) any If by the 150th day after the date of the original issue of the Initial Notes (that date of issue, the "Closing Date"), neither the Exchange Offer Registration Statement required by this Agreement is not nor a Shelf Registration Statement has been filed with the Commission on or prior to the date specified for filingCommission;
(iiB) any If by the 180th day after the Closing Date, the Registered Exchange Offer is not consummated and, if required in lieu thereof, the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "Effectiveness Target Date");Commission; or
(iiiC) If, after the Exchange Offer has not been consummated within 30 business days of 180th day after the Effectiveness Target Date with respect to Closing Date, and after either the Exchange Offer Registration Statement; or
(iv) any Statement or the Shelf Registration Statement required by this Agreement has been is declared effective by the Commission but effective, (A1) such that Registration Statement thereafter ceases to be effective prior to completion of the Exchange Offer or the sale of all the Transfer Restricted Notes registered pursuant to the Shelf Registration Statement, as the case may be; or (B2) such that Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities Notes during the periods specified herein. Each in the Registration Agreement (except as permitted in paragraph (ii) of the foregoing will constitute a Registration Default whatever the reason for this paragraph (f)) because either (x) any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or occurs as a result of which the related prospectus forming part of that Registration Statement would include any action untrue statement of a material fact or inaction by omit to state any material fact necessary to make the Commission. The Company shall pay Additional Interest to each Holder statements therein in the event light of a the circumstances under which they were made not misleading, or (y) it shall be necessary to amend that Registration DefaultStatement, or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall accrue on the Initial Notes of each series over and above the interest set forth in the title of the Initial Notes of that series from and including the first day of date on which any such Registration Default in an amount equal Failure to $.05 per week per $1,000 principal amount of Notes for Register shall occur to but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect Failures to each subsequent 90-day period until all Registration Defaults Register have been cured, up to at a maximum amount rate of $.50 0.50% per week per $1,000 principal amount of Notesannum.
(bii) A Registration Default Failure to Register referred to in Section 6(a)(iv1.03(f)(i)(C) hereof shall be is deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (iA) such Registration Default that Failure to Register has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf that Registration Statement to incorporate annual audited financial information with respect to the Company where Companies, when such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) the occurrence of other material events, events or developments with respect to the Company Companies or their Affiliates that would need to be described in such Shelf that Registration Statement or the related prospectus prospectus, and (iiB) in the case of clause (y), the Company is Companies are proceeding promptly and in good faith to amend or supplement such Shelf that Registration Statement and related prospectus to describe those events or, in the case of material developments that the Companies determine in good faith must remain confidential for business reasons, the Companies are proceeding promptly and in good faith to take such events; providedsteps as are necessary so that those developments need no longer remain confidential, however, that but in any case case, if such Registration Default occurs any Failure to Register (including any referred to in clause (x) or (y), above) continues for a -------- ------- continuous period in excess of 30 45 days, Additional Interest shall will be payable in accordance with the above paragraph from the day such Registration Default occurs following the last day of that 45-day period until such Registration Default the date on which that Failure to Register is cured.
(ciii) Any amounts of Additional Interest due pursuant to Section 6(a) payable will be payable in cash on the regular interest payment dates with respect to the SecuritiesInitial Notes, in the same manner as the manner in which regular interest is payable. The amount of Additional Interest for any period will be determined by multiplying the applicable Additional Interest rate by the principal amount of the applicable Initial Notes, multiplied by a fraction, the numerator of which is the number of days that Additional Interest rate was applicable during that period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
(iv) For all purposes of the Indenture, this First Supplemental Indenture and the Initial Notes, the Trustee is permitted to assume for all purposes that Additional Interest is not due in respect of an Initial Note until such time as the Company shall deliver an Officer's Certificate to the Trustee stating that Additional Interest is due in respect of one or more series of Initial Notes (such Officer's Certificate to also state the date on which Additional Interest began to accrue). Upon receipt of such an Officer's Certificate, the Trustee is permitted to assume for all purposes that Additional Interest shall be due as set forth in such Officer's Certificate until such time as such Officer's Certificate shall be superseded by a subsequent Officer's Certificate pursuant to this Section 1.03 stating that Additional Interest is no longer due in respect of the Initial Notes (such Officer's Certificate to also state the date on which Additional Interest ceased to accrue). Absent receipt by it of an Officer's Certificate specifying that Additional Interest has begun accruing or an Officer's Certificate that Additional Interest is no longer accruing, the Trustee shall not be charged with knowledge of such matters unless a Responsible Officer of the Trustee assigned to the Corporate Trustee Administration of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge that a Failure to Register has occurred and is continuing, or has been cured, as applicable.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Initial Securities that are Transferred Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any the Shelf Registration Statement required by this Agreement is has not been filed with the Commission on or prior to the date specified for filingby March 4, 2002;
(ii) any the Shelf Registration Statement required by this Agreement is has not been declared effective by the Commission on or prior to the date specified for such effectiveness (the "Effectiveness Target Date");by June 3, 2002; or
(iii) the Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) any Shelf Registration Statement required by this Agreement has been is declared effective by the Commission but (A) such the Shelf Registration Statement thereafter ceases to be effective or (B) such the Shelf Registration Statement or the related prospectus Prospectus ceases to be usable (except in either case as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified hereinherein because either (1) any event occurs as a result of which the Prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration DefaultCommission . Additional Interest shall accrue on the Securities that are Transfer Restricted Securities (or, in the case of a Registration Default described in clause (iii) above, the affected Securities) over and above the interest set forth in the title of the Initial Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to at a maximum rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") or an equivalent amount for any shares of $.50 per week per $1,000 principal amount of NotesCommon Stock. Such Additional Interest shall accrue for only so long as the affected Securities constitute Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iv5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf 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 the Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such the Shelf Registration Statement and related prospectus to describe such eventsevents as required by paragraph 2(h) hereof; provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 days45 days in any 90-day period or an aggregate of 90 days in any twelve-month period, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Initial Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Purchase Agreement (Egl Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Securities Purchased Notes shall be assessed accrue as follows if any of the following events occur (each such event in clauses (i) through and (ivii) below being herein called a "“Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filing;
(ii) any Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to 240 days after the date specified for such effectiveness (the "Effectiveness Target Closing Date");; and
(iiiii) if after the Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) any Shelf Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such the Shelf Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities Notes during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Purchased Notes from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up at a rate of 0.25% per annum (above the rate shown on the cover page of the Offering Memorandum in addition to the interest otherwise accruing on the Purchased Notes) for the first 90 days following the date of such Registration Default and at a maximum amount rate of $.50 0.50% per week annum thereafter; provided, however, that the Additional Interest rate on the Purchased Notes shall not exceed in the aggregate 0.50% per $1,000 principal amount annum and shall not be payable under more than one clause above for any given period of Notestime, except that if Additional Interest would be payable under more than one clause above, but at a rate of 0.25% per annum under one clause and at a rate of 0.50% per annum under the other, then the Additional Interest rate shall be the higher rate of 0.50% per annum; provided further, however, that (1) upon the effectiveness of the Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (ii) above), (3) upon the termination of certain transfer restrictions on the Securities as a result of the application of Rule 144(k) or any successor provision or (4) for any period after the second anniversary from the Closing Date, Additional Interest on the Purchased Notes as a result of such clause, as the case may be, shall cease to accrue.
(b) A Registration Default referred to in Section 6(a)(iv5(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf 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 the Shelf 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) other material events, with respect to the Company that would need to be described in such the Shelf Registration Statement or the related prospectus or (z) the occurrence or existence of any corporate development that, in the discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related prospectus. The Company will use its reasonable best efforts to ensure that the use of the prospectus may be resumed in the case of clause (iix) above, as promptly as practicable, in the case of clause (y)) above, as soon as, in the sole judgment of the Company, public disclosure of such material event would not be prejudicial to or contrary to the interests of the Company is proceeding promptly or, if necessary to avoid unreasonable burden or expense, as soon as practicable thereafter and in good faith to amend or supplement the case of clause (z) above, as soon as, in the discretion of the Company, such Shelf Registration Statement and related prospectus to describe such eventssuspension is no longer appropriate; provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 days120 days in any 12 month period, Additional Interest shall be payable on the principal amount of the Purchased Notes that are Transfer Restricted Notes in accordance with the above paragraph from the day such Registration Default occurs 120 period expires until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) will be payable in cash on the regular interest payment dates with respect to the SecuritiesPurchased Notes on the same terms and conditions and subject to the same limitations as pertain at such time for the payment of regular interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the aggregate outstanding principal amount of Purchased Notes and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Goodrich Petroleum Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest Interest (the "Additional Interest") with respect to the Securities shall be assessed as ------------------- follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):): --------------------
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0. 50% per week per $1,000 principal amount of Notes annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.50% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 2.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company Issuers that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is Issuers are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder and, in the case of any such amendments or supplements related solely to naming additional Electing Holders as selling security holders under a Shelf Registration Statement, such amendments or supplements are not filed and declared effective by the Commission within five business days of the Company's receipt of the applicable Notice and Questionnaire. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount aggregate Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount annum. Notwithstanding the foregoing, Additional Interest shall not accrue on any Transfer Restricted Security under clause (iv) above following the consummation of Notesthe Registered Exchange Offer if (a) such Transfer Restricted Security could have been exchanged by the holder thereof, other than a broker-dealer that exchanged such Transfer Restricted Security prior to consummation of the Registered Exchange Offer, for a freely transferable Exchange Security in the Registered Exchange Offer or (b) the holder of such Transfer Restricted Security shall, under the terms of this Agreement, have the right to request that the Company file a Shelf Registration Statement or shall have previously requested that the Company file a Shelf Registration Statement.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Phillips Van Heusen Corp /De/)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.5% per week per $1,000 principal amount of Notesannum. The Company shall not be required to pay Additional Interest for more than one Registration Default at any given time.
(b) A Registration Default referred to in Section 6(a)(iv) 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 (xi) the filing of a post-effective amendment to such Shelf 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 (yii) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) prospectus; provided, however, that in the case of clause (yii), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such eventsevents or to otherwise cause such Registration Statement and related prospectus to again be usable except to the extent that suspension is permissible pursuant to Section 3(b)(vi); provided, howeverfurthermore, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 days60 days (or in excess of 45 days following the maximum allowable period for suspension pursuant to Section 3(b)(vi)), Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Transfer Restricted Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities shall will be assessed as follows if any of the following events occur occurs (each such event identified in clauses clause (i), (ii) through or (iviii) below being herein called below, a "Registration Default"Failure to Register):
(i) any If by the 150th day after the date of the original issue of the Notes (that date of issue, the "Closing Date"), neither the Exchange Offer Registration Statement required by this Agreement is not nor a Shelf Registration Statement has been filed with the Commission on or prior to the date specified for filing;Commission,
(ii) any If by the 180th day after the Closing Date, the Registered Exchange Offer is not consummated and, if required in lieu thereof, the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "Effectiveness Target Date");Commission; or
(iii) If, after the Exchange Offer has not been consummated within 30 business days of 180th day after the Effectiveness Target Date with respect to Closing Date, and after either the Exchange Offer Registration Statement; or
(iv) any 18 Statement or the Shelf Registration Statement required by this Agreement has been is declared effective by the Commission but effective, (A) such that Registration Statement thereafter ceases to be effective prior to completion of the Exchange Offer or the sale of all the Transfer Restricted Notes registered pursuant to the Shelf Registration Statement, as the case may be; or (B) such that Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer transfer Restricted Securities Notes during the periods specified herein. Each in this Agreement (except as permitted in paragraph (b) of the foregoing will constitute a Registration Default whatever the reason for this Section 6) because either (1) any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or occurs as a result of which the related prospectus forming part of that Registration Statement would include any action untrue statement of a material fact or inaction by omit to state any material fact necessary to make the Commission. The Company shall pay Additional Interest to each Holder statements therein in the event light of a the circumstances under which they were made not misleading, or (2) it shall be necessary to amend that Registration DefaultStatement, or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall accrue on the Notes of each tranche over and above the interest set forth in the title of the Notes of that tranche from and including the first day of date on which any such Registration Default in an amount equal Failure to $.05 per week per $1,000 principal amount of Notes for Register shall occur to but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect Failures to each subsequent 90-day period until all Registration Defaults Register have been cured, up to at a maximum amount rate of $.50 0.50% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default Failure to Register referred to in Section 6(a)(iv6(a)(iii) hereof shall be is deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default that Failure to Register has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf that Registration Statement to incorporate annual audited financial information with respect to the Company where Companies, when such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) the occurrence of other material events, events or developments with respect to the Company Companies or their Affiliates that would need to be described in such Shelf that Registration Statement or the related prospectus prospectus, and (ii) in the case of clause (y), the Company is Companies are proceeding promptly and in good faith to amend or supplement such Shelf that Registration Statement and related prospectus to describe those events or, in the case of material developments that the Companies determine in good faith must remain confidential for business reasons, the Companies are proceeding promptly and in good faith to take such events; providedsteps as are necessary so that those developments need no longer remain confidential, however, that but in any case case, if such Registration Default occurs any Failure to Register (including any referred to in clause (x) or (y), above) continues for a -------- ------- continuous period Period in excess of 30 45 days, Additional Interest shall will be payable in accordance with the above paragraph from the day such Registration Default occurs following the last day of that 45-day period until such Registration Default the date on which that Failure to Register is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) payable will be payable in cash on the regular interest payment dates with respect to the SecuritiesNotes, in the same manner as the manner in which regular interest is payable. The amount of Additional Interest for any period will be determined by multiplying the applicable Additional Interest rate by the principal amount of the applicable Notes, multiplied by a fraction, the numerator of which is the number of days that Additional Interest rate was applicable during that period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "“Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but but, thereafter during the period during which the Company is required to maintain the effectiveness thereof, (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities, for a period of 60 days, whether or not consecutive, because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities during Act or the periods specified hereinExchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Specified Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum. Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and ▇.▇. ▇▇▇▇▇▇ Partners (BHCA). June 10, 2008 Page 15
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 60 days, whether or not consecutive, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Notwithstanding the foregoing, any Registration Default specified in clause (i), (ii) or (iii) of the preceding section (a) that relates to the Exchange Offer Registration Statement or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement is declared effective by the SEC.
(d) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
(e) Following the cure of all Registration Defaults the accrual of additional interest on the Specified Securities will cease and the interest rate will revert to the original rate; provided, however, that if, after any such additional interest ceases to accrue, a different event specified in clause (i), (ii), (iii) or (iv) of the definition of Registration Default above occurs, such additional interest shall begin to accrue again pursuant to the foregoing provisions. The Company shall notify the Trustee within five business days after the occurrence of each Registration Default. The Company shall pay the additional interest due on the Specified Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, by 12:00 noon, New York City time, on or before the applicable semi-annual interest payment date for the Securities, immediately available funds in sums sufficient to pay the additional interest then due. The additional interest amount due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture.
Appears in 1 contract
Sources: Registration Rights Agreement (United Rentals North America Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a "Registration Default"):): 18 18
(i) any If by June 5, 1998, neither the Exchange Offer Registration Statement required by this Agreement is not nor a Shelf Registration Statement has been filed with the Commission on or prior to the date specified for filingCommission;
(ii) any If by September 18, 1998, the Registered Exchange Offer is not consummated and, if applicable, the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "Effectiveness Target Date");Commission; or
(iii) the Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect to If after either the Exchange Offer Registration Statement; or
(iv) any Statement or the Shelf Registration Statement required by this Agreement has been is declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective (except as permitted in paragraph (b)); or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein. Each of the foregoing will constitute a Registration Default whatever the reason for herein because either (1) any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or occurs as a result of which the related prospectus forming part of such Registration Statement would include any action untrue statement of a material fact or inaction by omit to state any material fact necessary to make the Commission. The Company shall pay Additional Interest to each Holder statements therein in the event light of a the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration DefaultStatement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall accrue on the Notes and any Private Exchange Notes over and above the interest set forth in the title of the Notes in each case from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up at a rate of 0.50% per annum (the "Additional Interest Rate"). Notice of any such Registration Default or its cure shall be given by the Issuer to a maximum amount the Trustee as soon as practicable following the occurrence of $.50 per week per $1,000 principal amount of Notesany such event.
(b) A Registration Default referred to in Section 6(a)(iv6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such purported Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf 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 prospectus, or (y) the occurrence of other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such eventsevents if the Company has 19 19 determined in good faith that there are no material commercial impediments in so doing; provided, however, that in any case if such purported Registration Default occurs for a -------- ------- continuous period in excess of 30 45 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.
(c) Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of Section 6(a) 6 above will be payable in cash on the scheduled regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the Additional Interest Rate by the principal amount of the Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Ixc Communications Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Offered Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any If the Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingFiling Deadline;
(ii) any If the Registration Statement required by this Agreement is has not been declared effective by the Commission on or prior to by the date specified for such effectiveness (the "Effectiveness Target Date");Deadline; or
(iii) If the Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Offered Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to (A) at a maximum amount rate of $.50 0.25% per week annum in the case of clause (i) above and (B) at a rate of 0.50% per $1,000 principal amount annum in the case of Notesclause (ii) and clause (iii) above (the "ADDITIONAL INTEREST RATE").
(b) A Registration Default referred to in Section 6(a)(iv5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf the 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) other material events, with respect to the Company that would need to be described in such Shelf the Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf the Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) will be payable in cash on the regular interest payment dates with respect to the Offered Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Offered Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (King Pharmaceuticals Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any the Shelf Registration Statement required by this Agreement is has not been filed with the Commission on or prior to by the date specified for filing90th day after the Issue Date;
(ii) any the Shelf Registration Statement required by this Agreement is has not been declared effective by the Commission on or prior to by the date specified for such effectiveness (180th day after the "Effectiveness Target Issue Date");; or
(iii) the Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) any Shelf Registration Statement required by this Agreement has been is declared effective by the Commission but (A) such the Shelf Registration Statement thereafter ceases to be effective or or, (B) such the Shelf Registration Statement or the related prospectus Prospectus ceases to be usable useable in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified hereinherein because (1) any event occurs as a result of which the Prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration DefaultCommission . Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Initial Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up at a rate equal to a maximum amount (i) 0.25% per annum of $.50 per week per $1,000 the principal amount to and including the 90th day following a Registration Default; and (ii) 0.50% per annum of Notesthe principal amount from and after the 91st day following such registration default (collectively, the "ADDITIONAL INTEREST RATE").
(b) A Registration Default referred to in Section 6(a)(iv5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf Registration Statement or the related prospectus Prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such the Shelf Registration Statement and related prospectus so as to describe such eventsevents as required by paragraph 2(h) hereof or so as to otherwise cure the Registration Default referred to in Section 5(a)(iii); provided, however, that in any case if such Registration Default occurs (i) for a -------- ------- continuous period in excess of 30 days45 days in any 90 day period or (ii) for an aggregate of 90 days in any 12 month period, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) In the event, after the effective date of the Shelf Registration Statement, a Holder notifies the Company that it desires to be included as a Selling Stockholder in the Shelf Registration Statement pursuant to Section 1(a) hereof, and in the process of amending or supplementing the Shelf Registration Statement and the related prospectus to include such Holder as a Selling Stockholder, the Securities and Exchange Commission (the "SEC") notifies the Company in writing (the "Notice") that the Company is prohibited from including such Holder as a Selling Stockholder in the Shelf Registration Statement and that the Company must file a new registration statement with the SEC and recommence the registration process (the "New Registration Statement") in order to register such Holder's Securities, the Company will not be deemed to be in Registration Default pursuant to Section 5(a)(iii) hereof from the date the Company receives the Notice until the date the New Registration Statement is declared effective by the SEC; provided, however, that in the event the Company does receive such Notice, the Company will proceed promptly and in good faith to cause such New Registration Statement to be declared effective.
(d) Any amounts of Additional Interest due pursuant to Section 6(a5(a) will be payable in cash on the regular interest payment dates with respect to the Initial Securities (as set forth in the Indenture). The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Initial Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
(e) All obligations of the Company set forth in this Section 5 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration DefaultCommission . Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Peoples Energy Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a "Registration Default"):
(i) any Registration Statement required by this Agreement If the Registered Exchange Offer is not filed with the Commission consummated on or prior to before the date specified for filing365th day immediately following the Issue Date;
(ii) If any Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date");Deadline; or
(iii) the Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect to If after either the Exchange Offer Registration Statement; or
(iv) any Statement or the Shelf Registration Statement required by this Agreement has been is declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective effective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein. Each of the foregoing will constitute a Registration Default whatever the reason for herein because either (1) any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or occurs as a result of which the related prospectus forming part of such Registration Statement would include any action untrue statement of a material fact or inaction by omit to state any material fact necessary to make the Commission. The Company shall pay Additional Interest to each Holder statements therein in the event light of a the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration DefaultStatement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to at a maximum amount rate of $.50 0.25% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such eventsevents or to otherwise cause such Registration Statement and related prospectus to again be usable except to the extent that suspension is permissible pursuant to Section 3(b)(vi); provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 days45 days ( or/ if greater, the maximum allowable period for suspension pursuant to Section 3(b)(vi)), Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (International Wire Group Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities Debentures and the Conversion Shares, as the case may be, shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a "Registration Default"):
(i) any If the Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingFiling Deadline;
(ii) any If the Registration Statement required by this Agreement is has not been declared effective by the Commission on or prior to by the date specified for such effectiveness (the "Effectiveness Target Date");Deadline; or
(iii) If the Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus Prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinShelf Registration Period because either (1) any event occurs as a result of which the Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (2) it shall be necessary to amend the Registration Statement or supplement the Prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary involuntary, or is beyond the control of the Company Best Buy Companies or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Debentures (or on the Conversion Shares, after conversion of the Debentures) from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, (A) at a rate of 0.25% per week per $1,000 principal amount of Notes annum for the first 90-day period immediately following after the occurrence incurrence of such a Registration Default and (B) at a rate of 50% per annum thereafter (the "Additional Interest Rate"). Notwithstanding the foregoing, no Additional Interest shall increase by an additional $.05 per week per $1,000 principal amount accrue or be payable as to any Debentures or Conversion Shares from and after the earlier of Notes with respect to each subsequent 90-day period until all (x) the date such Securities are no longer Transfer Restricted Securities and (y) the expiration of the Shelf Registration Defaults have been cured, up to a maximum amount of $.50 per week per $1,000 principal amount of NotesPeriod.
(b) A Registration Default referred to in Section 6(a)(iv5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus Prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf the Registration Statement to incorporate annual audited financial information with respect to the Company Best Buy Companies where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus Prospectus or (y) other material events, with respect to the Company Best Buy Companies that would need to be described in such Shelf the Registration Statement or the related prospectus Prospectus and (ii) in the case of clause (y), the Company is Best Buy Companies are proceeding promptly and in good faith to amend or supplement such Shelf the Registration Statement and related prospectus Prospectus to describe such events; provided, however, that in any case case, if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) will be payable with respect to the Debentures and the Conversion Shares issued upon conversion of the Debentures in cash on the regular interest payment dates with respect to the SecuritiesDebentures. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the Issue Price (as defined in the Indenture) of the Debentures (or in the case of Conversion Shares, the Issue Price of the Debentures converted into such Conversion Shares) and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called below, a "“Registration Default"):”:
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any If after either the Exchange Offer Registration Statement required by this Agreement has been or the Shelf Registration Statement is declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective effective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per week per $1,000 principal amount of Notes annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 per week per $1,000 principal amount of Notes 0.50% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 per week per $1,000 principal amount of Notes2.0%.
(b) A Registration Default referred to in Section 6(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Columbus McKinnon Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder and, in the case of any such amendments or supplements related solely to naming additional Electing Holders as selling security holders under a Shelf Registration Statement, such amendments or supplements are not filed and declared effective by the Commission within five business days of the Company's receipt of the applicable Notice and Questionnaire. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount aggregate Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount annum. Notwithstanding the foregoing, Additional Interest shall not accrue on any Transfer Restricted Security under clause (iv) above following the consummation of Notesthe Registered Exchange Offer if (a) such Transfer Restricted Security could have been exchanged by the holder thereof, other than a broker-dealer that exchanged such Transfer Restricted Security prior to consummation of the Registered Exchange Offer, for a freely transferable Exchange Security in the Registered Exchange Offer or (b) the holder of such Transfer Restricted Security shall, under the terms of this Agreement, have the right to request that the Company file a Shelf Registration Statement or shall have previously requested that the Company file a Shelf Registration Statement.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Phillips Van Heusen Corp /De/)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder; provided, however, the Registration Default referred to in this Section 6(a)(iv) shall be deemed not to have occurred and to be continuing, and Additional Interest shall not accrue, during any period the Company is permitted to suspend offerings and sales pursuant to Section 3(j). Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Compass Minerals Group Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a "Registration DefaultFailure to Register"):
(i) any If by December 28, 1996, neither the Exchange Offer Registration Statement required by this Agreement is not nor a Shelf Registration Statement has been filed with the Commission on or prior to the date specified for filingCommission;
(ii) any If by May 12, 1997, neither the Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "Effectiveness Target Date");Commission; or
(iii) the Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect to If, after May 12, 1997, and after either the Exchange Offer Registration Statement; or
(iv) any Statement or the Shelf Registration Statement required by this Agreement has been is declared effective by the Commission but effective, (A) such Registration Statement thereafter ceases to be effective prior to completion of the Exchange Offer or the sale of all the Transferred Restricted Notes registered pursuant to the Shelf Registration Statement, as the case may be; or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities Notes during the periods specified herein. Each in this Agreement (except as permitted in paragraph (b) of the foregoing will constitute a Registration Default whatever the reason for this Section 6) because either (1) any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or occurs as a result of which the related prospectus forming part of such Registration Statement would include any action untrue statement of a material fact or inaction by omit to state any material fact necessary to make the Commission. The Company shall pay Additional Interest to each Holder statements therein in the event light of a the circumstances under which they were made not misleading or (2) it shall be necessary to amend such Registration DefaultStatement, or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall accrue on the Notes over and above the interest set forth in the title of the Notes from and including the first day of date on which any such Registration Default in an amount equal Failure to $.05 per week per $1,000 principal amount of Notes for Register shall occur to but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect Failures to each subsequent 90-day period until all Registration Defaults Register have been cured, up to at a maximum amount rate of $.50 0.50% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default Failure to Register referred to in Section 6(a)(iv6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default Failure to Register has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf 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) the occurrence of other material events, events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such eventsevents or, in the case of material developments that the Company determines in good faith must remain confidential for business reasons, the Company is proceeding promptly and in good faith to take such steps as are necessary so that such developments need no longer remain confidential; providedPROVIDED, howeverHOWEVER, that in any case case, if such Registration Default Failure to Register occurs for a -------- ------- continuous period in excess of 30 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day following such Registration Default occurs 45 day period until the date on which such Registration Default Failure to Register is cured.
(c) Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of Section 6(a) 6 above will be payable in cash on the regular interest payment dates with respect to the SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional By way of liquidated damages, additional interest (the "“Additional Interest"”) with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "“Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingFiling Deadline or Shelf Filing Deadline, as applicable;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. As liquidated damages, Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 0.50% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Initial Securities and the Private Exchange Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per week per $1,000 principal amount of Notes annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.50% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed ▇▇▇▇ ▇▇ not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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 the date on which such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Initial Securities or Private Exchange Securities, as the case may be, and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Morrison Knudsen Corp//)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder; provided, however, the Registration Default referred to in this Section 6(a)(iv) shall be deemed not to have occurred and to be continuing, and Additional Interest shall not accrue, during any period the Company is permitted to suspend offerings and sales pursuant to Section 3(j). Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will that accrue prior to December 15, 2007 shall be added to the accreted value of each Security and any amounts of Additional Interest that accrue thereafter shall be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the accreted value of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional By way of liquidated damages, additional interest (the "“Additional Interest"”) with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "“Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingFiling Deadline or Shelf Filing Deadline, as applicable;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) in the case of a Shelf Registration Statement only, such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of .25% per week per $1,000 principal amount of Notes annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 .25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Carriage Services Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder and, in the case of any such amendments or supplements related solely to naming additional Electing Holders as selling securityholders under a Shelf Registration Statement, such amendments or supplements are not filed and declared effective by the Commission within five business days of the Company's receipt of the applicable Notice and Questionnaire. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until the date on which all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum. Notwithstanding the foregoing, Additional Interest shall not accrue on any Security that is no longer a Transfer Restricted Security.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely principally as a result of (x) the filing of a post-effective amendment to such Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in the case of (y), the Company may delay filing and distributing any such supplement or amendment (and continue the suspension of the use of the prospectus) if the Company determines in good faith that such supplement or amendment would, in the reasonable judgment of the Company, (A) interfere with or affect the negotiation or completion of a transaction that is being contemplated by the Company, or (B) involve initial or continuing disclosure obligations that are not in the best interests of the Company's stockholders at such time; provided further that neither such delay nor such suspension shall extend for a period of more than 45 consecutive days or an aggregate of 90 days in any twelve-month period; provided further that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 45 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Burns Philp Netherlands European Holdings Bv)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective during the periods specified herein during which it is required to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration DefaultCommission . Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such eventsevents or to otherwise cause such Registration Statement and related prospectus to again be usable except to the extent that suspension is permissible pursuant to Section 3(b)(vi); provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 daysdays (or, if greater, the maximum allowable period for suspension pursuant to Section 3(b)(vi)), Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Citgo Petroleum Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Securities each Transfer Restricted Security in a series shall be assessed as follows if any either of the following events occur (each such event in clauses (i) through and (ivii) below being herein called a "“Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filing;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date");Deadline; or
(iiiii) on and after the Exchange Offer has not been consummated within applicable Effectiveness Deadline (plus an additional 30 business days in respect of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) ), any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities of such series during the periods specified hereinherein because (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder or (3) of a Suspension by the Company in accordance with Section 3(w) hereof. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on each Transfer Restricted Security over and above the interest set forth in the title of such Transfer Restricted Security from and including the first day of date on which any such Registration Default in an amount equal shall occur and be continuing to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default Defaults have ceased to be continuing, at a rate of 0.25% per annum (the “Additional Interest Rate”) and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been curedcured or otherwise cease to be continuing, Additional Interest will increase by an additional 0.25% per annum with respect to each such subsequent 90-day period, up to a maximum amount of $.50 Additional Interest for all Registration Defaults of 1.00% per week per $1,000 annum of the principal amount of NotesTransfer Restricted Securities for any period; provided, however, that, (x) if after all Registration Defaults have been cured or otherwise cease to be continuing (upon which event, no Additional Interest will continue to accrue), a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions and (y) for the avoidance of doubt, Additional Interest will only accrue on Securities which are Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(ivsubsection (a)(ii) hereof above shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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 date of such Registration Default occurs until such Registration Default is curedceases.
(c) Notwithstanding the foregoing, the Company shall not be required to pay the Additional Interest required pursuant to paragraph (a) above to a Holder of Transfer Restricted Securities if the applicable Registration Default arises by reason of the failure of such Holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the FINRA or the Commission may request in connection with such Shelf Registration Statement or (iii) is required to comply with the agreements of such Holder contained in Section 3(a) hereof to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective.
(d) Any amounts of Additional Interest due pursuant to Section 6(asubsection (a) above will be payable in cash on the regular interest payment dates with respect to the SecuritiesSecurities of the applicable series and in the same manner and to the same persons as ordinary interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities of such series and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional By way of liquidated damages, additional interest (the "Additional Interest") with respect to the Securities Initial Notes shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingFiling Deadline or Shelf Filing Deadline, as applicable;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities Notes during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Initial Notes over and above the interest set forth in the title of the Initial Notes from and including the first day of date on which any such Registration Default in an amount equal shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of $.05 per week per $1,000 principal amount of Initial Notes (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 per week per $1,000 principal amount of Initial Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 per week per $1,000 principal amount of Notes. Additional Interest shall not accrue under more than one of clauses (i) through (iv) of the preceding paragraph at any one Time.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the SecuritiesNotes.
Appears in 1 contract
Sources: Registration Rights Agreement (Universal Compression Holdings Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Securities shall be assessed assessed, as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "“Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of $.05 0.05 per week per $1,000 principal amount of Notes Initial Securities (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.05 per week per $1,000 principal amount of Notes Initial Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 2.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Marathon Power Technologies Co)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a "Registration Default")::
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the The Registered Exchange Offer has not been consummated within 30 business days of on or prior to the Effectiveness Target Date with respect to Consummation Deadline;
(iv) If after either the Exchange Offer Registration Statement; or
(iv) any Statement or the Shelf Registration Statement required by this Agreement has been is declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective effective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per week per $1,000 principal amount of Notes annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.50% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 2.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease.
Appears in 1 contract
Sources: Registration Rights Agreement (Finlay Enterprises Inc /De)
Additional Interest Under Certain Circumstances. (a) Additional a. By way of liquidated damages, additional interest (the "“Additional Interest"”) with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "“Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingFiling Deadline or Shelf Filing Deadline, as applicable;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0 % per week per $1,000 principal amount of Notesannum.
(b) b. A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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 curedcured (1) in any case, if such Registration Default occurs for a continuous period in excess of 30 days or (2) solely in the case of a material acquisition by the Company or any of its subsidiaries requiring financial statements to be filed with the Commission, if such Registration Default occurs for a continuous period in excess of sixty (60) days.
(c) c. Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Pacific Energy Partners Lp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "“Registration Default"):”:
(i) any Registration Statement (other than a Market-Making Registration Statement) required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement (other than a Market-Making Registration Statement) required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration Statement; Consummation Deadline, or
(iv) any Registration Statement (other than a Market-Making Registration Statement) required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective effective; or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein. Each of the foregoing will constitute a Registration Default whatever the reason for herein because either (1) any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or occurs as a result of which the related prospectus forming part of such Registration Statement would include any action untrue statement of a material fact or inaction by omit to state any material fact necessary to make the Commission. The Company shall pay Additional Interest to each Holder statements therein in the event light of a the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration DefaultStatement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to at a maximum amount rate of $.50 0.25% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv7(a)(i) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Warner Chilcott CORP)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestINTEREST") with respect to the Securities shall be assessed assessed, subject to Section 6(b) hereof, as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingFiling Deadline or Shelf Filing Deadline, as applicable;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum for the first 90-day period immediately following the occurrence of a Registration Default, and such Registration Default and rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount additional interest rate of $.50 1.25% per week per $1,000 principal amount of Notesannum (the "ADDITIONAL INTEREST RATE").
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Medical Documenting Systems Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "“Registration Default"”):
(i) any Registration Statement (other than a Market Making Registration Statement) required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement (other than a Market Making Registration Statement) required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement (other than a Market Making Registration Statement) required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective effective; or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein. Each of the foregoing will constitute a Registration Default whatever the reason for herein because either (1) any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or occurs as a result of which the related prospectus forming part of such Registration Statement would include any action untrue statement of a material fact or inaction by omit to state any material fact necessary to make the Commission. The Company shall pay Additional Interest to each Holder statements therein in the event light of a the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration DefaultStatement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the earlier of (x) the date on which all such Registration Defaults have been cured and (y) the date the Company’s obligation to keep the Registration Statement effective ceases under Section 2(b) hereof, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.00% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv7(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 45 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "“Registration Default"”):
(i) any the Shelf Registration Statement required by this Agreement is has not been filed with the Commission on or prior to by the 90th day after the first date specified for filingof original issuance of the Initial Securities;
(ii) any the Shelf Registration Statement required by this Agreement is has not been declared effective by the Commission on or prior to by the 180th day after the first date specified for such effectiveness (of original issue of the "Effectiveness Target Date")Initial Securities;
(iii) the Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) any Shelf Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Shelf Registration Statement or related Prospectus thereafter ceases to be effective or useable, (B) such subject to the Company’s right to suspend the use of the Shelf Registration Statement or and the related prospectus ceases to be usable Prospectus as set forth in connection Section 2(h)) in accordance with resales the provisions of Transfer Restricted Securities this Agreement, and during the periods specified hereinherein and (A) the Company does not cause the Shelf Registration Statement to become effective within 5 business days (which shall not be deemed to extend the incurrence and accrual of any obligation to pay Additional Interest beyond the time provided for in the last sentence of Section 2(h)) after it ceases to be effective or useable by a post-effective amendment or additional Shelf Registration Statement being filed and declared effective or a report filed pursuant to the Exchange Act or (B) if applicable, the Company does not terminate any Deferral Period within the time provided for in the last sentence of Section 2(h); or
(iv) the Company has failed to perform its obligations set forth in Section 1(d) within the time period required therein. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest set forth in the title of the Initial Securities from and including the first day of date on which any such Registration Default in an amount equal to $.05 per week per $1,000 principal amount of Notes for shall occur, to, but excluding, the first 90-day period immediately following earlier of, the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up and the date 91 days after the date on which such Registration Defaults have occurred, at a rate of 0.25% per annum, and if such Registration Defaults have not been cured by that 91st day, at a rate of 0.50% per annum from and including the date 91 days after the date on which such Registration Defaults shall occur, to, but excluding the date of which all such Registration Defaults have been cured (the applicable rate, as the case may be, the “Additional Interest Rate”). In the case of Transfer Restricted Securities that have been converted into or exchanged for Common Stock, the Additional Interest Rate shall be applied to the Conversion Price (as defined in the Indenture) in effect as of any date of determination (or, if no Initial Securities are then outstanding, the Conversion Price that would be in effect were Initial Securities then outstanding) of such shares of Common Stock that are Transfer Restricted Securities. In the case of a maximum amount Registration Default solely of $.50 per week per $1,000 principal amount the type described in Section 5(a)(iv), such Additional Interest accruing as a result thereof, shall be paid only to the Holder(s) that have delivered Notice and Questionnaire that caused the Company to incur the obligations set forth in Section 1(d), the non-performance of Noteswhich is the basis of such Registration Default. Notwithstanding the foregoing, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of (x) the date such security is no longer a Transfer Restricted Security and (y) the expiration of the Shelf Registration Period. The rate of accrual of the Additional Interest with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Registration Defaults. Following the cure of all Registration Defaults requiring the payment by the Company of Additional Interest to the Holders of Transfer Restricted Security pursuant to this Section, the accrual of Additional Interest will cease (without in any way limiting the effect of any subsequent Registration Default requiring the payment of Additional Interest by the Company). No other monetary damages shall be available to the Holders of Transfer Restricted Security for a Registration Default.
(b) A Notwithstanding Section 5(a)(iv), a Registration Default referred to in Section 6(a)(iv5(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf Registration Statement or the related prospectus Prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is has delivered a Deferral Notice pursuant to Section 2(b) of this Agreement and the Deferral Period shall not yet effective and needs to be declared effective to permit Holders to use have extended past the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (yperiods permitted by Section 2(h), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Initial Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Unitedglobalcom Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective during the periods specified herein during which it is required to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per week per $1,000 principal amount of Notes annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.50% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum. When all Registration Defaults have been cured, the Additional Interest shall cease to accrue (but any accrued Additional Interest shall remain payable) and the interest rate on the Securities shall revert back to the original rate.
(b) A Registration Default referred to in Section 6(a)(iv) 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such eventsevents or to otherwise cause such Registration Statement and related prospectus to again be usable except to the extent that suspension is permissible pursuant to Section 3(b)(vi); provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 daysdays (or, if greater, the maximum allowable period for suspension pursuant to Section 3(b)(vi)), Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities shall be assessed assessed, subject to Section 6(b) hereof, as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum. Notwithstanding any provisions herein to the contrary, if a Registered Exchange Offer has been consummated, Additional Interest shall not accrue on any Security that is no longer a Transfer Restricted Security.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 60 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is curedcured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement or related prospectus in effect.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Diagnostic Pathology Management Services Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the CommissionCommission . The Company shall pay Additional Interest to each Holder in interest rate borne by the event of a Registration Default. Additional Interest shall accrue from the first day of such Registration Default in an amount equal to $.05 Transfer Restricted Securities will be increased by .25% per week per $1,000 principal amount of Notes for the first 90-day period immediately following year upon the occurrence of any such Registration Default and shall Default, which rate will increase by an additional $.05 .25% per week per $1,000 principal amount of Notes with respect to year if such Registration Default has not been cured within 90 days after the occurrence thereof and similar such increases shall occur for each subsequent 90-succeeding 90 day period until all Registration Defaults have been cured, ; up to a maximum amount additional interest rate of $.50 1.00% per week per $1,000 principal amount of Notesyear.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 5 days in the case of an Exchange Offer Registration Statement or the related prospectus or 30 daysdays in the case of a Shelf Registration Statement and the related prospectus, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to and in the same manner as regular interest payments on the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Kansas City Power & Light Co)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Initial Securities and Private Exchange Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Initial Securities and Private Exchange Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per week per $1,000 principal amount of Notes annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.50% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 2.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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 following such Registration Default occurs 30 day period until the date on which such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Initial Securities and Private Exchange Securities, as the case may be, and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "‘‘Additional Interest"’’) with respect to the Securities each Transfer Restricted Security shall be assessed as follows if any either of the following events occur (each such event in clauses (i) through and (ivii) below being herein called a "an ‘‘Registration Default"’’):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filing;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date");Deadline; or
(iiiii) on and after the Exchange Offer has not been consummated within applicable Effectiveness Deadline (plus an additional 30 business days in respect of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) ), any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder or (3) of a Suspension by us in accordance with Section 3(w) hereof. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on each Transfer Restricted Security over and above the interest set forth in the title of such Transfer Restricted Security from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been curedceased to be continuing, up to at a maximum amount rate of $.50 0.50% per week per $1,000 principal amount of Notesannum (the ‘‘Additional Interest Rate’’).
(b) A Registration Default referred to in Section 6(a)(iv6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-post effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-post effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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 date of such Registration Default occurs until such Registration Default is curedceases.
(c) Notwithstanding the foregoing, the Company shall not be required to pay the Additional Interest required pursuant to paragraph (a) above to a Holder of Transfer Restricted Securities if the applicable Registration Default arises by reason of the failure of such Holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the NASD or the Commission may request in connection with such Shelf Registration Statement or (iii) is required to comply with the agreements of such Holder contained in Section 3(a) to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective.
(d) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months), and the denominator of which is 360.
(e) ‘‘Transfer Restricted Securities’’ means each Security until (i) the date on which such Security has been exchanged by a person other than a broker dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker dealer in the Registered Exchange Offer of an Initial Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.
Appears in 1 contract
Sources: Registration Rights Agreement (Midamerican Energy Holdings Co /New/)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder; provided, however, the Registration Default referred to in this Section 6(a)(iv) shall be deemed not to have occurred and to be continuing, and Additional Interest shall not accrue, during any period the Company is permitted to suspend offerings and sales pursuant to Section 3(j). Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration DefaultCommission . Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will that accrue prior to June 1, 2008 shall be added to the accreted value of each Security and any amounts of Additional Interest that accrue thereafter shall be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the accreted value of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder and, in the case of any such amendments or supplements related solely to naming additional Electing Holders as selling securityholders under a Shelf Registration Statement, such amendments or supplements are not filed and declared effective by the Commission within 20 business days of the Company's receipt of the applicable Notice and Questionnaire. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per week per $1,000 principal amount of Notes annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.50% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until the date on which all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum. Notwithstanding the foregoing, Additional Interest shall not accrue on any Security that is no longer a Transfer Restricted Security.
(b) A Registration Default referred to in Section 6(a)(iv7(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a7(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but but, thereafter during the period during which the Company is required to maintain the effectiveness thereof, (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities, for a period of 60 days, whether or not consecutive, because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities during Act or the periods specified hereinExchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration DefaultCommission . Additional Interest shall accrue on the Specified Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 60 days, whether or not consecutive, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Notwithstanding the foregoing, any Registration Default specified in clause (i), (ii) or (iii) of the preceding section (a) that relates to the Exchange Offer Registration Statement or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement is declared effective by the SEC.
(d) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
(e) Following the cure of all Registration Defaults the accrual of additional interest on the Specified Securities will cease and the interest rate will revert to the original rate; provided, however, that if, after any such additional interest ceases to accrue, a different event specified in clause (i), (ii), (iii) or (iv) of the definition of Registration Default above occurs, such additional interest shall begin to accrue again pursuant to the foregoing provisions. The Company shall notify the Trustee within five business days after the occurrence of each Registration Default. The Company shall pay the additional interest due on the Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, by 12:00 noon, New York City time, on or before the applicable semi-annual interest payment date for the Securities, immediately available funds in sums sufficient to pay the additional interest then due. The additional interest amount due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture. Additional interest pursuant to this Section 6 constitutes liquidated damages with respect to Registration Defaults and shall be the exclusive monetary remedy available to the Holders and/or the Initial Purchasers with respect to any Registration Default.
Appears in 1 contract
Sources: Registration Rights Agreement (United Rentals North America Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a "Registration Default"):
(i) any the Shelf Registration Statement required by this Agreement is has not been filed with the Commission on or prior to by the 90/th/ day after the first date specified for filingof original issuance of the Initial Securities;
(ii) any the Shelf Registration Statement required by this Agreement is has not been declared effective by the Commission on or prior to by the 180/th/ day after the first date specified for such effectiveness (of original issue of the "Effectiveness Target Date");Initial Securities; or
(iii) the Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) any Shelf Registration Statement required by this Agreement has been is declared effective by the Commission but (A) such the Shelf Registration Statement thereafter ceases to be effective or (B) such the Shelf Registration Statement or the related prospectus Prospectus ceases to be usable in connection with resales of Transfer Restricted Securities (as defined in Section 5(e)) during the periods specified hereinherein because either (1) any event occurs as a result of which the Prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration DefaultCommission . Additional Interest shall accrue on the Initial Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to at a maximum amount rate of $.50 0.50% per week per $1,000 principal amount of Notesannum (the "Additional Interest Rate").
(b) A Registration Default referred to in Section 6(a)(iv5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf 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 the Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y)prospectus, provided that, the Company is proceeding promptly and in good faith to amend or supplement such the Shelf Registration Statement and related prospectus to describe such eventsevents as required by paragraph 2(i) hereof; provided, however, that in any case if 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 date such Registration Default occurs until such Registration Default is cured.
(c) The parties hereto agree that the Additional Interest provided for in Section 5(a) constitutes a reasonable estimate of the damages that may be incurred by Holders of Securities by reason of the failure of the Shelf Registration Statement to be filed or declared effective or available for effecting resales of Securities in accordance with the provisions hereof, and that the Additional Interest shall be the exclusive remedy at law or in equity or otherwise available to the Holders of Securities for such Registration Default.
(d) Any amounts of Additional Interest due pursuant to Section 6(a5(a) will be payable in cash semi-annually on April 15 and October 15 (each an "Additional Interest Payment Date") during the continuation of a Registration Default and the Additional Interest Payment Date that succeeds the end of a period of Registration Default. The amount of Additional Interest will be determined by multiplying the Additional Interest Rate by the principal amount of the Initial Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the regular interest payment dates with respect to basis of a 360-day year comprised of twelve 30-day months), and the Securitiesdenominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Securities each Transfer Restricted Security shall be assessed as follows if any either of the following events occur (each such event in clauses (i) through and (ivii) below being herein called a "an “Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filing;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date");Deadline; or
(iiiii) on and after the Exchange Offer has not been consummated within applicable Effectiveness Deadline (plus an additional 30 business days in respect of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) ), any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the \the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such. Registration Statement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder or (3) of a Suspension by the Company in accordance with Section 3(w) hereof. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on each Transfer Restricted Security over and above the interest set forth in the title of such Transfer Restricted Security from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been curedceased to be continuing, up to at a maximum amount rate of $.50 0.50% per week per $1,000 principal amount of Notesannum (the “Additional Interest Rate”).
(b) A Registration Default referred to in Section 6(a)(iv6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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 date of such Registration Default occurs until such Registration Default is curedceases.
(c) Notwithstanding the foregoing, the Company shall not be required to pay the Additional Interest required pursuant to paragraph (a) above to a Holder of Transfer Restricted Securities if the applicable Registration Default arises by reason of the failure of such Holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the NASD or the Commission may request in connection with such Shelf Registration Statement or (iii) is required to comply with the agreements of such Holder contained in Section 3(a) to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective.
(d) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year. comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per week per $1,000 principal amount of Notes annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.50% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 60 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Winfred Berg Licensco Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company Issuers that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is Issuers are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 45 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash the same manner as specified in the Indenture for the payment of interest on the Securities on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (A 1 Homes Group Inc)
Additional Interest Under Certain Circumstances. (a) Additional a. By way of liquidated damages, additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):
(i) i. any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingFiling Deadline or Shelf Filing Deadline, as applicable;
(ii) . any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) . the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) . any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) b. A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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 curedcured (1) in any case, if such Registration Default occurs for a continuous period in excess of 30 days or (2) solely in the case of a material acquisition by the Company or any of its subsidiaries requiring financial statements to be filed with the Commission, if such Registration Default occurs for a continuous period in excess of sixty (60) days.
(c) c. Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Pacific Energy Partners Lp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Securities each Transfer Restricted Security shall be assessed as follows if any either of the following events occur (each such event in clauses (i) through and (ivii) below being herein called a "an “Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filing;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date");Deadline; or
(iiiii) on and after the Exchange Offer has not been consummated within applicable Effectiveness Deadline (plus an additional 30 business days in respect of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) ), any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder or (3) of a Suspension by the Company in accordance with Section 3(w) hereof. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on each Transfer Restricted Security over and above the interest set forth in the title of such Transfer Restricted Security from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been curedceased to be continuing, up to at a maximum amount rate of $.50 0.50% per week per $1,000 principal amount of Notesannum (the “Additional Interest Rate”).
(b) A Registration Default referred to in Section 6(a)(iv6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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 date of such Registration Default occurs until such Registration Default is curedceases.
(c) Notwithstanding the foregoing, the Company shall not be required to pay the Additional Interest required pursuant to paragraph (a) above to a Holder of Transfer Restricted Securities if the applicable Registration Default arises by reason of the failure of such Holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the NASD or the Commission may request in connection with such Shelf Registration Statement or (iii) is required to comply with the agreements of such Holder contained in Section 3(a) to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective.
(d) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Midamerican Energy Holdings Co /New/)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities Debentures shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a "Registration Default"):
(i) any If the Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingFiling Deadline;
(ii) any If the Registration Statement required by this Agreement is has not been declared effective by the Commission on or prior to by the date specified for such effectiveness (the "Effectiveness Target Date");Deadline; or
(iii) If the Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Debentures over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to (A) at a maximum amount rate of $.50 0.25% per week annum in the case of clause (i) above and (B) at a rate of 0.50% per $1,000 principal amount annum in the case of Notesclause (ii) and clause (iii) above (the "Additional Interest Rate").
(b) A Registration Default referred to in Section 6(a)(iv5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf the 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) other material events, with respect to the Company that would need to be described in such Shelf the Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf the Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) will be payable in cash on the regular interest payment dates with respect to the SecuritiesDebentures. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Debentures and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Baxter International Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration DefaultCommission . Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per week per $1,000 principal amount of Notes annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.50% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 2.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), subject to Section 3(j), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 30 45 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Laboratory Corp of America Holdings)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below being herein called a "“Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingsuch filing in this Agreement;
(ii) any of such Registration Statement required by this Agreement Statements is not declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the "“Effectiveness Target Date"”);
(iii) the Registered Exchange Offer has is not been consummated within 30 business days of on or prior to the 30th Business Day after the Effectiveness Target Date with respect to Date;
(iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement; or
(iv) any Registration Statement required by this Agreement has been , as the case may be, is declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective effective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales or exchanges of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the principal amount of the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount annum. In no event shall the Company be obligated to pay Additional Interest for all Registration Defaults under more than one of Notesthe clauses in this Section 6(a) at any one time and, in the case of a Shelf Registration, it is expressly understood that Additional Interest should be payable only with respect to Securities so requested to be registered pursuant to Section 2 hereof.
(b) A Registration Default referred to in Section 6(a)(iv6(a)(v) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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 prospectus, (y) other material events, events with respect to the Company or the Guarantors that would need to be described in such Shelf Registration Statement or the related prospectus or (z) the suspension of the effectiveness of such Registration Statement because the Company does not wish to disclose publicly a pending material business transaction that has not yet been publicly disclosed, and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that if (A) in any the case if of a Registration Default described in clause 6(b)(i)(x), such Registration Default occurs for a -------- ------- continuous period in excess of 30 daysdays and (B) in the case of a Registration Default described in clause 6(b)(i)(y) or 6(b)(i)(z), such Registration Default occurs for a period of more than 45 days in any three-month period or more than an aggregate of 90 days in any 12-month period, then Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash as provided in the Initial Securities on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Affinion Loyalty Group, Inc.)
Additional Interest Under Certain Circumstances. (ai) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed Initial Notes will accrue as follows if any of the following events occur occurs (each such event identified in clauses clause (iA), (B) through or (ivC) below being herein called below, a "Registration DefaultFailure to Register"):
(iA) any If by the 150th day after the date of the original issue of the Initial Notes (that date of issue, the "Closing Date"), neither the Exchange Offer Registration Statement required by this Agreement is not nor a Shelf Registration Statement has been filed with the Commission on or prior to the date specified for filingCommission;
(iiB) any If by the 180th day after the Closing Date, the Registered Exchange Offer is not consummated and, if required in lieu thereof, the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "Effectiveness Target Date");Commission; or
(iiiC) If, after the Exchange Offer has not been consummated within 30 business days of 180th day after the Effectiveness Target Date with respect to Closing Date, and after either the Exchange Offer Registration Statement; or
(iv) any Statement or the Shelf Registration Statement required by this Agreement has been is declared effective by the Commission but effective, (A1) such that Registration Statement thereafter ceases to be effective prior to completion of the Exchange Offer or the sale of all the Transfer Restricted Notes registered pursuant to the Shelf Registration Statement, as the case may be; or (B2) such that Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities Notes during the periods specified herein. Each in the Registration Agreement (except as permitted in paragraph (ii) of the foregoing will constitute a Registration Default whatever the reason for this paragraph (e)) because either (x) any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or occurs as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue from the first day of such Registration Default in an amount equal to $.05 per week per $1,000 principal amount of Notes for the first 90-day period immediately following the occurrence of such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of $.50 per week per $1,000 principal amount of Notes.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or which the related prospectus if (i) such forming part of that Registration Default has occurred solely as a result of (x) the filing Statement would include any untrue statement of a post-effective amendment material fact or omit to such Shelf Registration Statement state any material fact necessary to incorporate annual audited financial information with respect to make the Company where such post-effective amendment is statements therein in the light of the circumstances under which they were made not yet effective and needs to be declared effective to permit Holders to use the related prospectus misleading, or (y) other material events, with respect to the Company that would need to it shall be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith necessary to amend or supplement such Shelf that Registration Statement and related prospectus to describe such events; providedStatement, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities.or
Appears in 1 contract
Sources: First Supplemental Indenture (Cleveland Electric Illuminating Co)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a "“Registration Default"”):
(i) any If by 60 days after the consummation of the Merger, neither the Exchange Offer Registration Statement required by this Agreement is not nor a Shelf Registration Statement has been filed with the Commission on or prior to the date specified for filingCommission;
(ii) any If by 240 days after the consummation of the Merger, neither the Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "Effectiveness Target Date");Commission; or
(iii) the Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect to If after either the Exchange Offer Registration Statement; or
(iv) any Statement or the Shelf Registration Statement required by this Agreement has been is declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective effective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein. Each of the foregoing will constitute a Registration Default whatever the reason for herein because either (1) any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or occurs as a result of which the related prospectus forming part of such Registration Statement would include any action untrue statement of a material fact or inaction by omit to state any material fact necessary to make the Commission. The Company shall pay Additional Interest to each Holder statements therein in the event light of a the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration DefaultStatement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to at a maximum amount rate of $.50 0.50% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Pilgrims Pride Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Transfer Restricted ------------------- Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):): ---------------------
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company Issuers or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration DefaultIssuers. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per week per $1,000 principal amount of Notes annum (the "Additional Interest Rate") for the first 90-day ------------------------ period immediately following the occurrence of such Registration Default and Default, regardless of the number of such Registration Defaults. The Additional Interest Rate shall increase by an additional $.05 0.50% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 2.00% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf Registration Statement to incorporate annual audited financial information with respect to the Company Issuers 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) other material events, with respect to the Company Issuers that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is Issuers are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):
(i) any the Shelf Registration Statement required by this Agreement is has not been filed with the Commission on or prior to by the 90th day after the latest date specified for filingof original issuance of the Initial Securities;
(ii) any the Shelf Registration Statement required by this Agreement is has not been declared effective by the Commission on or prior to by the 210th day after the latest date specified for such effectiveness (of original issue of the "Effectiveness Target Date")Initial Securities;
(iii) the Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) any Shelf Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Shelf Registration Statement or related Prospectus thereafter ceases to be effective or useable, (B) such subject to the Company's right to suspend the use of the Shelf Registration Statement or and the related prospectus ceases to be usable Prospectus as set forth in connection Section 2(h)) in accordance with resales the provisions of Transfer Restricted Securities this Agreement, and during the periods specified hereinherein and (A) the Company does not cause the Shelf Registration Statement to become effective within 5 business days (which shall not be deemed to extend the incurrence and accrual of any obligation to pay Additional Interest beyond the time provided for in the last sentence of Section 2(h)) after it ceases to be effective or useable by a post-effective amendment or additional Shelf Registration Statement being filed and declared effective or a report filed pursuant to the Exchange Act or (B) if applicable, the Company does not terminate any Deferral Period within the time provided for in the last sentence of Section 2(h); or
(iv) the Company has failed to perform its obligations set forth in Section 1(d) within the time period required therein. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest set forth in the title of the Initial Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up at a rate of 0.50% per annum (the "Additional Interest Rate"). In the case of Transfer Restricted Securities that have been converted into or exchanged for Common Stock, Additional Interest shall accrue at a per annum rate equal to 0.50%, applied to the Conversion Price (as defined in the Indenture) in effect as of any date of determination (or, if no Initial Securities are then outstanding, the Conversion Price that would be in effect were Initial Securities then outstanding) of such shares of Common Stock that are Transfer Restricted Securities. In the case of a maximum amount Registration Default solely of $.50 per week per $1,000 principal amount the type described in Section 5(a)(iv), such Additional Interest accruing as a result thereof, shall be paid only to the Holder(s) that have delivered Notice and Questionnaire that caused the Company to incur the obligations set forth in Section 1(d), the non-performance of Noteswhich is the basis of such Registration Default. Notwithstanding the foregoing, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of (x) the date such security is no longer a Transfer Restricted Security and (y) the expiration of the Shelf Registration Period. The rate of accrual of the Additional Interest with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Registration Defaults. Following the cure of all Registration Defaults requiring the payment by the Company of Additional Interest to the Holders of Transfer Restricted Security pursuant to this Section, the accrual of Additional Interest will cease (without in any way limiting the effect of any subsequent Registration Default requiring the payment of Additional Interest by the Company). No other monetary damages shall be available to the Holders of Transfer Restricted Security for a Registration Default.
(b) A Notwithstanding Section 5(a)(iii), a Registration Default referred to in Section 6(a)(iv5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf Registration Statement or the related prospectus Prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is has delivered a Deferral Notice pursuant to Section 2(b) of this Agreement and the Deferral Period shall not yet effective and needs to be declared effective to permit Holders to use have extended past the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (yperiods permitted by Section 2(h), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Initial Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Regal Entertainment Group)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filing;
(ii) any Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness Effectiveness Deadline (the "Effectiveness Target Date"if applicable);
(iiiii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline (if applicable); or
(iviii) any Exchange Offer Registration Statement or Shelf Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, and such failure to remain effective or usable exists for more than 30 days in any 12-month period. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 per week per $1,000 principal amount of Notes for but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to at a maximum amount rate of $.50 1.00% per week per $1,000 principal amount of Notesannum (the "ADDITIONAL INTEREST RATE").
(b) A Registration Default referred to in Section 6(a)(iv7(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a7(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the Additional Interest Rate by the principal amount of the affected Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration DefaultCommission . Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per week per $1,000 principal amount of Notes annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall thereafter increase by an additional $.05 0.50% per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period annum until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration DefaultCommission . Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Peoples Energy Corp)
Additional Interest Under Certain Circumstances. (a) Additional By way of liquidated damages, additional interest (the "“Additional Interest"”) with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "“Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingFiling Deadline or Shelf Filing Deadline, as applicable;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) subject to Section 6(b), such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the “Additional Interest Rate”) for the first 90-90 day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-90 day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. The Company, the Purchasers and each Holder of Registrable Securities agree by acquisition of such Securities that the Holders of Registrable Securities will suffer damages if a Registration Default (as defined below) occurs and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company, the Purchasers and each Holder of Registrable Securities agree that the following additional interest provisions shall constitute liquidated damages in the event of a “Registration Default” (as defined below) and shall constitute the sole remedy of the Purchasers and each Holder of Registrable Securities for any Registration Defaults.
(a) Additional In accordance with the terms of the Securities, additional interest (the "“Additional Interest"”) with respect to the Registrable Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a "“Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingRegistration Trigger Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has become effective;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (30th day following the "Effectiveness Target Registration Trigger Date");
(iii) , the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statementconsummated; or
(iviii) any Registration Statement required by this Agreement has been declared become effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Registrable Securities during the periods specified herein. Each of the foregoing will shall constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The ; provided, however, that the Company shall in no event be required to pay Additional Interest to each Holder in the event of a for more than one Registration DefaultDefault at any given time. Additional Interest shall accrue on the Registrable Securities, from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults shall have been cured or they cease to be Registrable Securities (whichever is earlier), at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the “Additional Interest Amount”) for the first 90-day period immediately following the occurrence of such Registration Default and shall Default. The Additional Interest Amount will increase by an additional $.05 0.25% per week per $1,000 principal amount annum at the end of Notes with respect to each subsequent such first 90-day period immediately following the date on which the first Registration Default shall occur until all such Registration Defaults have been cured, up to a maximum amount of $.50 Additional Interest for all Registration Defaults of 0.50% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will shall be payable in cash on the regular interest payment dates with respect paid to the SecuritiesHolders entitled thereto on April 1 and October 1 of any given year as more fully set forth in the Indenture and the Notes.
Appears in 1 contract
Sources: Registration Rights Agreement (American Tower Corp /Ma/)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional InterestADDITIONAL INTEREST") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration DefaultREGISTRATION DEFAULT"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per week per $1,000 principal amount of Notes annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.50% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 2.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "“Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective during the period in which such Registration Statement is obligated to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement to the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per week per $1,000 principal amount of Notes annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.50% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 2.0% per week per $1,000 principal amount annum, provided, however, that the Additional Interest Rate on the Securities may not accrue under more than one of Notesthe foregoing clauses (i) through (iv) of this Section 6(a) at any one time.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Thornburg Mortgage Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur occurs (each such event in clauses (i) through (iviii) below being herein called a "Registration DefaultFailure to Register"):
(i) any if by the 60th day following the date hereof neither the Exchange Offer Registration Statement required by this Agreement is not nor a Shelf Registration Statement has been filed with the Commission on or prior to the date specified for filingCommission;
(ii) any if by the 150th day following the date hereof neither the Registration Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "Effectiveness Target Date");Commission; or
(iii) if after the Exchange Offer has not been consummated within 30 business days of 190th day following the Effectiveness Target Date with respect to date hereof and after either the Exchange Offer Registration Statement; or
(iv) any Statement or the Shelf Registration Statement required by this Agreement has been is declared effective by the Commission but effective, (A) such Registration Statement thereafter ceases to be effective prior to completion of the Exchange Offer or the sale of all the Transferred Restricted Notes registered pursuant to the Shelf Registration Statement, as the case may be (except upon termination of the period specified in Section 3(j) hereof or as permitted by Section 6(b) hereof); or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities Notes during the periods specified herein. Each of the foregoing will constitute a Registration Default whatever the reason for in this Agreement (except as permitted by Section 6(b) hereof) because either (1) any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or occurs as a result of which the related prospectus forming part of such Registration Statement would include any action untrue statement of a material fact or inaction by omit to state any material fact necessary to make the Commission. The Company shall pay Additional Interest to each Holder statements therein in the event light of a the circumstances under which they were made not misleading or (2) it shall be necessary to amend such Registration DefaultStatement, or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall accrue on the Notes over and above the interest set forth in the title of the Notes from and including the first day of date on which any such Registration Default in an amount equal Failure to $.05 per week per $1,000 principal amount of Notes for Register shall occur to but excluding the first 90-day period immediately following the occurrence of date on which all such Registration Default and shall increase by an additional $.05 per week per $1,000 principal amount of Notes with respect Failures to each subsequent 90-day period until all Registration Defaults Register have been cured, up to at a maximum amount rate of $.50 0.50% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default Failure to Register referred to in Section 6(a)(iv6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default Failure to Register has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company Issuer and the Guarantors 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) the occurrence of other material events, events or developments with respect to the Company Issuer or any Guarantor that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is Issuer and the Guarantors are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such eventsevents or, in the case of material developments that the Issuer and the Guarantors determine in good faith must remain confidential for business reasons, the Issuer and the Guarantors are proceeding promptly and in good faith to take such steps as are necessary so that such developments need no longer remain confidential; providedPROVIDED, howeverHOWEVER, that in any case case, if such Registration Default Failure to Register occurs for a -------- ------- continuous period in excess of 30 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day following such Registration Default occurs 45 day period until the date on which such Registration Default Failure to Register is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a6(a)(i), (a)(ii) or (a)(iii) above will be payable in cash on the regular interest payment dates with respect to the SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Williams Scotsman International Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "“Additional Interest"”) with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "“Registration Default"”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default and Default. The [[NYCORP:2550513v3:3642W:11/11/05--03:05 p]] Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Chesapeake Energy Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for filingapplicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "applicable Effectiveness Target Date")Deadline;
(iii) the Registered Exchange Offer has not been consummated within 30 business days of the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereinherein as a result of either (1) the occurrence of any event as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it becoming necessary to amend such Registration Statement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay Additional Interest to each Holder in the event of a Registration Default. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the first day of date on which any such Registration Default in an amount equal shall occur to $.05 but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per week per $1,000 principal amount of Notes annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default and Default. The Additional Interest Rate shall increase by an additional $.05 0.25% per week per $1,000 principal amount of Notes annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount Additional Interest Rate of $.50 1.0% per week per $1,000 principal amount of Notesannum.
(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf 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 Shelf 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) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if 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.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) after December 1, 2008, will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the Accreted Value (as such term is defined in the Indenture) of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to Section 6(a) on or prior to December 1, 2008, will be added to the Accreted Value of the Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Jostens Holding Corp)