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) the Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial Securities; (ii) the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or (iii) the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration Statement; or (iv) the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf Registration Statement thereafter ceases to be effective or (B) the Shelf Registration Statement or the Prospectus ceases to be usable in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein 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 . 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 date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock. (b) A Registration Default referred to in Section 5(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to 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 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 the Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereof; provided, however, that in any case if such Registration Default occurs for a period that exceeds 60 days in any 100-day period or on aggregate of 100 days in any 12-month period, Additional Interest shall be payable in accordance with the above paragraph 5(a) from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 5(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
Additional Interest Under Certain Circumstances. (a) Additional interest (the "ADDITIONAL INTEREST"“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"):“Registration Default”:
(i) If by April 12, 2004, the Exchange Offer Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission by the 120th day on or prior to 30 days after the latest date of original issuance of the Initial Securitiessuch filing obligation arises;
(ii) the Shelf Registration Statement has If by July 11, 2004, Registered Exchange Offer is not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) , if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission but on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails, fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Exchange Offer Registration Statement; or
(iv) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein 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 herein. Additional Interest shall accrue on the Initial be paid to each Holder of Securities over and above the interest set forth in the title of the Initial Securities from and including the date on to which any such Registration Default shall occur applies, with respect to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum on the applicable Securities held by such Registration DefaultHolder. The amount of Additional Interest Rate shall increase by an additional 0.500.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.01.0% per annum. If a Holder converts some or Following the cure of all of its Initial Securities into Common Stock at a time when there exists a Registration DefaultDefaults, the Holder will not be entitled to receive additional accrual of Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stockshall cease.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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, 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period45 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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), (iii) or (iv) of Section 5(a6(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 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 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 (Arden Elizabeth Financing 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) If by May 30, 1998 (or if such day is not a business day, the first business day thereafter) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) If by September 27, 1998 (or if such day is not a business day, the Shelf Registration Statement has not been declared effective by first business day thereafter) neither the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . 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 date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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, 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a6(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 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 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 cash 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) If by May 12, 1997, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) If by September 8, 1997, neither the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) Notes during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . Additional Interest shall accrue on the Initial Securities Notes (over and above the interest set forth in the title of the Initial Securities Notes) from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase annum, increasing by an additional 0.50% per annum with respect on the 90th day during which such Registration Default remains uncured and on every 90th day thereafter during the continuation of any Registration Default and accruing to each subsequent 90-day period until but excluding the date on which all Registration Defaults have been cured; provided, up to a maximum that Additional Interest Rate of shall not exceed 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a) accruing on the Notes will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesNotes to the holders of record on the applicable record date. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate rate by the principal amount of the Initial SecuritiesNotes, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate 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 (FSC Semiconductor Corp)
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 (iviii) below being herein called a "REGISTRATION DEFAULT"):Registration Default" if:
(i) by June 19, 1999 (or if such day is not a business day the first business day thereafter), neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) by November 16, 1999 (or if such day is not a business day the Shelf Registration Statement has not been declared effective by first business day thereafter), neither the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable except or permitted in paragraph (b) of this Section 6 in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . 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 Initial Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATEAdditional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured; provided, up however, that:
(i) no Holder of Securities who is not entitled to the benefits of a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Shelf Registration Default, the Holder will not Statement shall be entitled to receive additional Additional Interest on such Common Stock, but will interest by reason of a Registration Default that pertains to a Shelf Registration Statement; and
(ii) no Holder of Securities constituting an unsold allotment from the original sale of the Initial Securities or any other Holder of Securities who is entitled to the benefits of a Shelf Registration Statement shall be entitled to receive from the Company, in connection with such conversion, additional shares interest by reason of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after that pertains to a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common StockRegistered Exchange Offer.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to the a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the Company's failure to amend or supplement a Registration Statement during the period referred to and pursuant to the terms and conditions of the last sentence of Section 3(j), (y) the filing of a post post-effective amendment to the 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 (yz) 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 (yz), the Company is proceeding promptly and in good faith to amend or supplement the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a6(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 rate by the principal amount of the applicable Initial Securities or Private Exchange Securities, further as the case may be, multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate 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 (Marson Creative Fastener 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 (iv) below being herein called a "REGISTRATION DEFAULTRegistration Default")::
(i) If by December 13, 2004, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by Commission, then commencing on December 13, 2004, Additional Interest shall accrue on the 120th day after the latest date of original issuance principal amount of the Initial SecuritiesNotes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) If by April 22, 2005, neither the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but Commission, then, commencing on April 22, 2005, Additional Interest shall accrue on the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days principal amount of the Company's receipt Notes at a rate of 0.25% per annum for the first 90 days immediately following such questionnaire in order to name date, such Holder in Additional Interest rate increasing by an additional 0.25% per annum at the Shelf Registration Statementbeginning of each subsequent 90-day period; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 , then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the date such registration statement ceases to be effective or ceases to be usable, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; provided, however, that Additional Interest on the Notes may not accrue under more than one of the foregoing will constitute clauses (i)-(iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed 0.50% per annum; provided, further, however, that upon the cessation of a Registration Default whatever the reason for pursuant to 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 foregoing clauses (i)-(iii), Additional Interest on the Notes as a result of any action or inaction by the Commission such clause shall cease to accrue. Such 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 date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to an Exchange Offer Registration Statement or the related prospectus or 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 the Shelf such 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, 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 the Shelf such Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a6(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, further 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 INTERESTAdditional Interest") with respect to the Initial 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 DEFAULTRegistration Default"):
(i) If on or prior to the 90th day after the first date of original issuance of the Debentures, the Resale Shelf Registration Statement has not been filed with the Commission by Commission;
(ii) If on or prior to the 120th 180th day after the latest first date of original issuance of the Initial Securities;
(ii) Debentures, the Resale Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial SecuritiesCommission; or
(iii) If after the Resale Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration Statement; or
(iv) the Shelf Registration Statement is declared effective by the Commission but (A) the such Resale Shelf Registration Statement thereafter ceases to be effective effective; or (B) the such Resale Shelf Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus related prospectus forming part of such Resale 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 Resale 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 Commission. Additional Interest shall accrue on the Initial Securities Debentures over and above the interest set forth in the title of the Initial Securities that are, in each case, Transfer Restricted Securities, from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum in the case of (i) and 0.50% per annum in the case of (the "ADDITIONAL INTEREST RATE"ii) for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversioniii). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv5(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the Resale Shelf Registration Statement or the related prospectus if if
(i) such Registration Default has occurred solely as a result of (x) the filing of a post post-effective amendment to the such Resale 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, with respect to the Company that would need to be described in such Resale 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 the Shelf Registration Statement and related prospectus to describe such events as required by paragraph in accordance with Section 2(h) hereof); provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a) above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesDebentures. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate rate by the principal amount of the Initial SecuritiesDebentures, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate 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 Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (iclausesE(i) through (iviii) below being herein called a "REGISTRATION DEFAULTRegistration Default")::
(i) If by AprilE27, 1996, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) If by AugustE10, 1996, neither the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraphE(b)) in connection with resales of Transfer Restricted Securities (as defined below) Notes during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . Additional Interest shall accrue on the Initial Securities Notes over and above the interest set forth in the title of the Initial Securities Notes from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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, 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 (yclauseE(y), the Company is proceeding promptly and in good faith to amend or supplement the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period45Edays, Additional Interest shall be payable in accordance with the above paragraph 5(a) from the day following such Registration Default occurs 45Eday period until the date on which such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of Section 5(a) 6 above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate rate by the principal amount of the Initial SecuritiesNotes, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate 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 (Shared Technologies 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) If by March 28, 2005, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) If by July 6, 2005, neither the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . 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 date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such a Registration Default. The Additional Interest Rate shall , and such rate will increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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, 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a6(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 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 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 (Telequip Labs, 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) If by March 31, 1999, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) If by July 21, 1999, neither the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . 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 date on which any such Registration Default shall occur to but excluding the earlier of the date on which (i) all such Registration Defaults have been curedcured and (ii) the Initial Securities no longer constitute Transfer Restricted Securities, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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, 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a6(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 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 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 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 DEFAULTFailure to Register"):
(i) If by July 6, 1997, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) If by October 19, 1997, neither the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If, after November 18, 1997, and after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but effective, (A) the Shelf 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) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities (as defined below) Notes during the periods specified herein in this Agreement (except as permitted in paragraph (b) of this Section 6) because either (1) any event occurs as a result of which the Prospectus 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, misleading or (2) it shall be necessary to amend such Shelf Registration Statement 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 . Additional Interest shall accrue on the Initial Securities Notes over and above the interest set forth in the title of the Initial Securities Notes from and including the date on which any such Registration Default Failure to Register shall occur to but excluding the date on which all such Registration Defaults Failures to Register have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default Failure to Register referred to in Section 5(a)(iv6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to the Shelf a 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 post-effective amendment to the Shelf such Registration Statement to incorporate annual audited financial information with respect to the Company and the Guarantors 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) 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 the Shelf such Registration Statement and related prospectus to describe such events 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 required by paragraph 2(h) hereofare 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 that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period45 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a) 6 above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate rate by the principal amount of the Initial SecuritiesNotes, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate 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 The Company shall pay additional interest (the "ADDITIONAL INTERESTAdditional Interest") with respect to the Initial holders of Transfer 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) the Shelf Registration Statement has not been filed with the Commission by the 120th 90th day after the latest date of original issuance of the Initial SecuritiesClosing Date;
(ii) the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial SecuritiesClosing Date; or
(iii) the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration Statement; or
(iv) the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf Registration Statement thereafter ceases to be effective or (B) the Shelf Registration Statement or the Prospectus ceases to be usable in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein 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 Commission. The Company shall pay Additional Interest shall accrue on to the Initial Holders of the Notes that are Transfer Restricted Securities over and above the interest set forth in the title of the Initial Securities Notes from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured; provided, that in no event shall the Company be obligated to pay Additional Interest following the expiration of the Shelf Registration Period; and provided further, however, that no such Additional Interest shall accrue for or during any Suspension Period. Additional Interest will accrue at a rate of 0.50(a) 0.25% of the principal amount of such Notes per annum (to and including the "ADDITIONAL INTEREST RATE") for the first 90-90th day period immediately following the occurrence of such Registration Default. The Default and (b) 0.50% of the principal amount of such Notes per annum from and after the 91st day following such Registration Default (such interest rates pursuant to clauses (a) and (b), the "Additional Interest Rate shall increase by an Rate") No additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder interest will not be entitled to receive additional Additional Interest accrue on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional any shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stockwhich Notes have been converted.
(b) A Registration Default referred to in Section 5(a)(iv5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to 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 post-effective amendment to the 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 Notice 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 the Shelf Registration Statement and related prospectus Prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) from the day such Registration Default occurs until such Registration Default is curedcured but in no event shall Additional Interest accrue for or during any Suspension Period.
(c) Any amounts of Additional Interest due pursuant to Section 5(a) will be payable in cash semiannually in arrears on May 1 and November 1 (each, an " Interest Payment Date ") to Holders of record of the applicable Notes on the regular interest payment dates with respect to the Initial Securitiespreceding April 15 and October 15. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Initial SecuritiesNotes, 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 360-360 day year comprised of twelve 30-day months), and the denominator of which is 360. If a Holder converts its Notes, all Additional Interest, if any, that has accrued since the Interest Payment Date last preceding the date of conversion will be deemed to be paid in full upon such conversion, and no separate payment will be made by the Company upon conversion on account of such Additional Interest.
Appears in 1 contract
Sources: Registration Rights Agreement (C&d Technologies Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "ADDITIONAL INTEREST"“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"):“Registration Default”:
(i) If by March 19, 2003, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) If by May 19, 2003, neither the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . 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 date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been curedcured (such period shall be referred to herein as the “Registration Default Period”), at a rate of 0.25% per annum for the first 90 days of the Registration Default period and at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") thereafter for the first 90-day remaining period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common StockPeriod.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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, 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a6(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 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 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 (Environmental Procedures Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "ADDITIONAL INTERESTAdditional Interest") with respect to all of the Initial Securities outstanding 7.25% Convertible Subordinated Debentures Due 2002 of the Company (the "Outstanding 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 DEFAULTRegistration Default"):
(i) if within 120 days after the Closing Date, the Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) if within 180 days after the Closing Date, the Shelf Registration Statement has is not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial SecuritiesCommission; or
(iii) if after the Shelf Registration Statement is declared effective by the Commission but the Company failseffective, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration Statement; or
(iv) the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective before the second anniversary of Closing Date (or, in the event that Rule 144(k) under the Act is amended to provide for a shorter holding period, until the end of such shorter period) or the date as of which all of the Securities and the Common Stock are sold pursuant to the Shelf Registration Statement; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 therein, in the light of the circumstances under which they were made 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 .
(i) If the Company or pursuant fails to operation of law or as a result of any action or inaction by the Commission . comply with (a)(i) above, Additional Interest shall accrue on the Initial Securities Outstanding Debentures over and above the interest set forth in the title of the Initial Securities from and including Outstanding Debentures as follows: the per annum interest rate on the Outstanding Debentures will increase by 25 basis points, such increase remaining in effect until the date on which such Shelf Registration Statement is filed, on which date the interest rate on the Outstanding Debentures will revert to the interest rate originally borne by the Outstanding Debentures, plus any increase in such rate pursuant to (b)(ii) below.
(ii) If the Shelf Registration Default shall occur Statement is not declared effective as provided in (a)(ii) above, then, at such time and on each date that would have been the successive 30th day following such time, the per annum interest rate on the Outstanding Debentures (which interest rate will be the original interest rate on the Outstanding Debentures plus any incerease or increases in such interest rate pursuant to but excluding (b)(i) above and pursuant to this clause) will increase by an additional 25 basis points; provided, that the per annum interest rate will not increase by more than 50 basis points pursuant to this clause and and will not increase by more than 75 basis points pursuant to this clause and clause (b)(i) above. Such increase or increases will remain in effect until the date on which such Shelf Registration Statement is declared effective, on which date the interest rate on the Outstanding Debentures will revert to the interest rate originally borne by the Outstanding Debentures.
(iii) If the Company fails to keep the Shelf Registration Statement continuously effective or usuable for the period specified in (a)(iii) above, then at such time as the Shelf Registration Statement is no longer effective or usuable, as the case may be, and on each date thereafter that is the successive 30th day subsequent to such time and until the earliest of (A) the date that the Shelf Registration Statement is again deemed effective or usable, as the case may be, (B) the date that is the second anniversary of the date of the Closing Date (or, in the event that Rule 144(k) under the 1933 Act is amended to provide for a shorter holding period, until the end of such shorter period) or (C) the date as of which all such of the Securities and the Common Stock are sold pursuant to the Shelf Registration Defaults have been curedStatement, at a rate of 0.50% the per annum (interest rate on the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall Outstanding Debentures will increase by an additional 0.50% 25 basis points; provided, however, that the per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder interest rate will not be entitled increase by more than 50 basis points pursuant to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted this clause (except to the extent that the Company elects to deliver cash upon conversiona)(iii). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(bc) A Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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, 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; providedPROVIDED, howeverHOWEVER, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) from the day following such Registration Default occurs 30-day period until the date on which such Registration Default is cured.
(cd) Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of Section 5(a) 6 above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesOutstanding Debentures. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate rate by the principal amount of the Initial SecuritiesOutstanding Debentures, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate 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"“Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any either of the following events occur occurs (each such event in clauses (i) through and (ivii) below being herein called a "REGISTRATION DEFAULT"“Registration Default”):
(i) If by August 20, 2016, neither the Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial Securities;
(ii) the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(ivii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted by Section 6(b) hereof) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . Additional Interest shall accrue on the principal amount of Initial Securities over and above the interest set forth in the title of the Initial Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.500.25% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such a Registration Default. The Additional Interest Rate shall increase Default and by an additional 0.500.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been curedperiod, up to a maximum Additional Interest Rate rate of 2.00.50% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(ii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period45 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i) or (ii) of Section 5(a6(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 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 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 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) If by June 10, 1998, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) If by September 8, 1998, neither the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective (other than to the extent permitted by Section 2(b)(II) or 3(b)(ii)-(v) hereof); or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . 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 date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum, increasing by 0.50% per annum (at the "ADDITIONAL INTEREST RATE") for the first end of each 90-day period immediately following thereafter, calculated on the occurrence principal amount of the Notes as of the day on which such Registration Default. The interest is payable; provided, however, that in no event shall such Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0exceed 1.00% per annum. If Upon consummation of an Exchange Offer or the effectiveness of a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Shelf Registration DefaultStatement, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% interest rate of the applicable conversion rate for each $1,000 original principal amount Securities will revert to the rates respectively set forth in the title of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common StockSecurities.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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 prospectus, (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus or (z) a Suspension Period not to exceed 45 days in any 12-month period pursuant to Section 2(b) and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a6(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 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 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 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) If by June 24, 1998 neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial Securities;Commission; 17
(ii) If by August 24, 1998 neither the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . 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 date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.00.25% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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, with respect to the Company 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a6(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 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 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. 18 (d) "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 Initial 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 Initial 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
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) If by August 29, 2001, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) If by October 29, 2001, neither the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . 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 date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been curedcured (such period shall be referred to herein as the "Registration Default Period"), at a rate of 0.25% per annum for the first 90 days of the Registration Default period and at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") thereafter for the first 90-day remaining period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common StockPeriod.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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, 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a6(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, 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.Initial
Appears in 1 contract
Sources: Registration Rights Agreement (Fiber Glass Systems Lp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "ADDITIONAL INTEREST"“Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any either of the following events occur occurs (each such event in clauses (i) through and (ivii) below being herein called a "REGISTRATION DEFAULT"“Registration Default”):
(i) If by November 8, 2016, neither the Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial Securities;
(ii) the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(ivii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted by Section 6(b) hereof) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . Additional Interest shall accrue on the principal amount of Initial Securities over and above the interest set forth in the title of the Initial Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.500.25% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such a Registration Default. The Additional Interest Rate shall increase Default and by an additional 0.500.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been curedperiod, up to a maximum Additional Interest Rate rate of 2.00.50% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(ii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i) or (ii) of Section 5(a6(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 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 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 all of the Initial Securities outstanding Notes (the "Outstanding Notes") shall be assessed as follows if any of the following events occur (each such event described in clauses (i) through (iviii) below being herein hereinafter sometimes called a "REGISTRATION DEFAULTRegistration Default"):
(i) if by March 16, 1999, the Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesSEC;
(ii) if by April 14, 1999, the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial SecuritiesSEC; or
(iii) if after the Shelf Registration Statement is declared effective by the Commission but the Company failseffective, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration Statement; or
(iv) the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective before the second anniversary of the Initial Closing Date (or, in the event that Rule 144(k) under the Securities Act is amended to provide for a shorter holding period, until the end of such shorter period) or (B) the date as of which all of the Registrable Securities are sold pursuant to the Shelf Registration Statement or Rule 144; or (B) such Registration Statement or the Prospectus ceases to related prospectus may no longer be usable in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein used 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 a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made 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 .
(i) If the foregoing will constitute a Shelf Registration Default whatever Statement has not been filed with the reason for any such event and whether it is voluntary or involuntary or is beyond SEC within the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission . time period described in clause (a)(i) above, Additional Interest shall accrue on the Initial Securities Outstanding Notes over and above the interest set forth in the title of the Initial Securities from and including Outstanding Notes as follows: the per annum interest rate on the Outstanding Notes will increase by 25 basis points, such increase remaining in effect until the date on which such Shelf Registration Statement is filed, on which date the interest rate on the Outstanding Notes will revert to the interest rate originally borne by the Outstanding Notes, plus any increase in such rate pursuant to clause (b)(ii) below.
(ii) If the Shelf Registration Default shall occur Statement has not been declared effective by the SEC within the time period described in clause (a)(ii) above, then, at such time and on each date that is the successive 30th day following such time, the per annum interest rate on the Outstanding Notes (which interest rate will be the original interest rate on the Outstanding Notes plus any increase or increases in such interest rate pursuant to but excluding clause (b)(i) above and pursuant to this clause) will increase by an additional 25 basis points; provided, however, that the per annum interest rate may not increase by more than 75 basis points pursuant to this clause and may not increase by more than 100 basis points pursuant to this clause and clause (b)(i) above. Such increase or increases will remain in effect until the date on which all such Shelf Registration Defaults have been curedStatement is declared effective, at a on which date the interest rate of 0.50% per annum (on the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder Outstanding Notes will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except revert to the extent that interest rate originally borne by the Company elects to deliver cash upon conversion). In additionOutstanding Notes, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to plus any Additional Interest with respect that may be payable pursuant to such Common Stockclause (b)(iii) below.
(biii) A If the Company fails to keep the Shelf Registration Statement continuously effective or usable for the period specified in clause (a)(iii) above, then at such time as the Shelf Registration Statement is no longer effective or usable, as the case may be, and on each date thereafter that is the successive 30th day subsequent to such time and until the earliest of (A) the date that the Shelf Registration Statement is again deemed effective or usable, as the case may be, (B) the date that is the second anniversary of the Closing Date (or, in the event that Rule 144(k) under the Securities Act is amended to provide for a shorter holding period, until the end of such shorter period) and (C) the date as of which all of the Registrable Securities have been sold pursuant to the Shelf Registration Statement or Rule 144, the per annum interest rate on the Outstanding Notes will increase by 25 basis points; provided, however, that the per annum interest rate may not increase by more than 100 basis points pursuant to this clause (b)(iii).
(c) Anything herein contained to the contrary notwithstanding, a Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing suspension by the Company of a post effective amendment to the use of the Shelf Registration Statement to incorporate annual audited financial information with respect pursuant 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 provisions of clause (y), the Company is proceeding promptly and in good faith to amend or supplement the Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(hSection 2(c) hereof; provided, however, that in any case if such Registration Default occurs for a period that exceeds 60 days in any 100-day period or on aggregate of 100 days in any 12-month period, Additional Interest shall be payable in accordance with the above paragraph 5(a) from the day such Registration Default occurs until such Registration Default is cured.
(cd) Any amounts of Additional Interest due pursuant to clause (b)(i), (b)(ii) or (b)(iii) of Section 5(a) 6 above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesOutstanding Notes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate rate by the principal amount of the Initial SecuritiesOutstanding Notes, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate 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 (Noble International LTD)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "ADDITIONAL INTERESTAdditional Interest") with respect to the Initial Securities Notes 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) If by August 4, 1997, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) If by November 3, 1997, neither the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . Additional Interest shall accrue on the Initial Securities Notes over and above the interest set forth in the title of the Initial Securities Notes from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (increasing by 0.50% per annum at the "ADDITIONAL INTEREST RATE") for the first end of each 90-day period immediately following the occurrence of after such Registration Default. The ); provided, however, that Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of not exceed 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock%.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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, 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a6(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 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 rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-30- day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (HCC Industries International)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "ADDITIONAL INTEREST"“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"):“Registration Default”:
(i) If 180 days after the Issuer Date (or if the 180th day is not a business day, the first business day thereafter), neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) the Shelf Registration Statement has not been declared effective If by the Commission by the 210th day date that is 360 days after the latest date of original issuance of Issuer Date (or if the Initial Securities; or
(iii) 360th day is not a business day, the first business day thereafter), neither the Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after the Shelf Registration Statement is declared (or becomes automatically) effective by the Commission but (A) the Shelf such Registration Statement thereafter or the related prospectus ceases to be effective or usable (B) the Shelf Registration Statement except as permitted in paragraph (b)), and such failure to remain effective or the Prospectus ceases to be usable continues for 30 consecutive days or exists for more than an aggregate of 60 days in any 12-month period, in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 , or (3) such Registration Statement is a Shelf 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 Statement that has expired before a result of any action or inaction by the Commission replacement Shelf Registration Statement has become effective. 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 date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.500.25% per annum (of the "ADDITIONAL INTEREST RATE") principal amount of the Initial Securities for the first 90-day period immediately following the occurrence of such a Registration Default. The , with such Additional Interest Rate shall increase to be increased by an additional 0.500.25% per annum with respect to each subsequent 90-day period in each case until all the Registered Exchange Offer is completed or the Shelf Registration Defaults have been curedStatement is declared effective, up to a maximum Additional Interest Rate rate of 2.01.00% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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, 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a6(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 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 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 Initial Transfer 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) by August 15, 1999 (60 days after the Closing Date) (or if such day is not a business day, the first business day thereafter), neither the Exchange Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) by January 22, 2000 (220 days after the Closing Date) (or if such day is not a business day, the first business day thereafter), neither the Registered Exchange Offer is consummated nor is the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial SecuritiesCommission; or
(iii) the Shelf any Registration Statement is declared effective required by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration Statement; or
(iv) the Shelf Registration Statement is this Agreement has been declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 17 16 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 Issuers. Additional Interest shall accrue on the Initial Transfer Restricted Securities over and above the interest set forth in the title of the Initial Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.500.25% per annum (the "ADDITIONAL INTEREST RATEAdditional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default, regardless of the number of such Registration Defaults. The Additional Interest Rate shall increase by an additional 0.500.25% per annum with respect to each subsequent 90-90- day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.00.50% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company Issuers 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 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 5(a6(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, 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 (Express Scripts 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) If by August 2, 1999 (90 days after the Issue Date), neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) the Shelf Registration Statement has not been declared effective If by the Commission by the 210th day November 29, 1999 (210 days after the latest date of original issuance of Issue Date), neither the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . 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 date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.500.25% per annum (the "ADDITIONAL INTEREST RATEAdditional Interest Rate") for the first 90-90- day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.500.25% per annum with respect to each any subsequent period after such first 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.00.50% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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, 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period45 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a6(a) above 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 Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate rate by the principal amount of the Initial Securities, further Securities multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate 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 (Homes America of Wyoming 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 (iv) below being herein called a "REGISTRATION DEFAULT"):
(i) the Shelf Registration Statement required by this Agreement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial Securities;
(ii) the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration Statement; or
(iv) the Shelf Registration Statement is declared effective by the Commission but (A) the such Shelf Registration Statement thereafter ceases to be effective or (B) the such Shelf Registration Statement or the Prospectus related prospectus ceases to be usable (except as set forth in Section 5(b) hereof) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 thereunderthereunder (a "Registration Default"). Each of the 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 Commission. 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 date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.500.25% per annum (the "ADDITIONAL INTEREST RATEAdditional Interest Rate") for the first 90each 60-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.500.25% per annum with respect to each subsequent 9060-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.02.50% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv5(a) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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, 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period40 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 5(a) will be payable in cash on the regular interest payment dates dates, but only with respect to the Initial SecuritiesSecurities to which such Registration Default applies. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Initial Securities, Securities to which such Registration Default applies 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 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) If by September 9, 2002, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) If by January 8, 2003, neither the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b) hereof) in connection with resales of Transfer Restricted Securities (as defined below) Notes during the periods specified herein because either (1) any event occurs as a result of which the Prospectus related prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, prospectus to comply with the Securities Act or the Exchange Act or the respective rules and regulations 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 . Additional Interest shall accrue on the Initial Securities Notes over and above the interest set forth in the title of the Initial Securities Notes from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, cured at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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, 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period45 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) from the day following such Registration Default occurs 45 day period until the date on which such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of Section 5(a) 6 above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate rate by the principal amount of the Initial SecuritiesNotes, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate 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 (Ak Steel Holding Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "ADDITIONAL INTEREST"“Additional Interest”) with respect to the Initial Securities Notes 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"):“Registration Default”:
(i) If by July 24, 2004, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) If by November 22, 2004, neither the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b) of this Section 6) in connection with resales of Transfer Restricted Securities (as defined below) Notes during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . Additional Interest shall accrue on the Initial Securities Notes over and above the interest set forth in the title of the Initial Securities Notes from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of of:
(xi) the filing of a post post-effective amendment to the 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, 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 the Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofprospectus; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the Section 6(a) above paragraph 5(a) from the day such Registration Default occurs until such Registration Default is cured; or
(ii) the occurrence of a Suspension Period; provided, however, that if, prior to the 30th day of any such Suspension Period, suspension has not been terminated or all such Suspension Periods exceed an aggregate of 60 days in any 360 day period; Additional Interest shall be payable in accordance with Section 6(a) above from such 30th or 60th day, as the case may be.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 5(a6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate rate by the principal amount of the Initial SecuritiesNotes, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate 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 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) If by June 28, 1998, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) If by August 27, 1998, neither the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . 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 date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company Issuers 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 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a6(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 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 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 (Chiles Magellan LLC)
Additional Interest Under Certain Circumstances. (a) Except as set forth in paragraph 5(b), 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) if after the 90th day after the first date of original issuance of the Debentures, the Shelf Registration Statement has not been filed with the Commission by Commission;
(ii) if after the 120th 180th day after the latest first date of original issuance of the Initial Securities;
(ii) Debentures, the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial SecuritiesCommission; or
(iii) if after the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration Statement; or
(iv) the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf Registration Statement thereafter ceases to be effective effective; or (B) the Shelf Registration Statement or the Prospectus related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . 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 date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to 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 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 the Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereof; provided, however, that in any case if such Registration Default occurs for a period that exceeds 60 days in any 100-day period or on aggregate of 100 days in any 12-month period, Additional Interest shall be payable in accordance with the above paragraph 5(a) from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 5(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
Additional Interest Under Certain Circumstances. (a) Additional interest (the "ADDITIONAL INTERESTAdditional Interest") with respect to the Initial Securities that are Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivii) below being herein called referred to as a "REGISTRATION DEFAULTRegistration Default"):
(i) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by on or before the 120th 180th day after the latest date of original issuance of Issue Date (or if such day is not a business day, the Initial Securitiesfirst business day thereafter), or October 27, 1998;
(ii) the Registered Exchange Offer is not consummated on or before the 240th day after the Issue Date (or if such day is not a business day, the first business day thereafter), or December 28, 1998;
(iii) if a Shelf Registration Statement has is required to be filed under this Agreement, such Shelf Registration Statement is not been declared effective by the Commission by on or before the 210th 270th day after the latest date Issue Date (or if such day is not a business day, the first business day thereafter), or January 25, 1999 (or, in the case of original issuance a Shelf Registration Statement required to be filed in response to any change in applicable interpretation of the Initial SecuritiesCommission, if later, on or before the 90th day after publication of such change); or
(iiiiv) if a Shelf Registration Statement is required to be filed under this Agreement, and after the Shelf Registration Statement is declared effective by and during the Commission but period that the Company fails, with respect is required to a Holder that supplies use its reasonable best efforts to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement keep the Shelf Registration Statement within thirty (30) days of the Company's receipt of effective as provided in Section 2(a), such questionnaire in order to name such Holder in the Shelf Registration Statement; or
(iv) the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf Registration Statement thereafter ceases to be effective and continues not to be effective (other than in connection with the consummation of the Registered Exchange Offer, as contemplated by the last sentence of Section 2(a)), or (B) the Company shall have suspended and be continuing to suspend the availability of the prospectus contained in the Shelf Registration Statement or the Prospectus ceases to be usable in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein 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 Statement, for more than 30 days 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 aggregate in 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 consecutive twelve-month period. Additional Interest shall accrue on the Initial Securities that are Transfer Restricted Securities over and above the interest set forth in the title of the Initial Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have Default has been cured, at a rate of (a) prior to the 91st day of such period (for so long as such period is continuing), 0.25% per annum and (b) thereafter (for so long as such period is continuing), 0.50% per annum. Any such Additional Interest shall not exceed such respective rates for such respective periods, and shall not in any event exceed 0.50% per annum (in the "ADDITIONAL INTEREST RATE") for aggregate, regardless of the first 90-day period immediately following number of Registration Defaults that shall have occurred and be continuing. Following the occurrence cure of all Registration Defaults, the accrual of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all will cease. All Registration Defaults have been curedwill be deemed cured upon consummation of the Exchange Offer. Notwithstanding anything to the contrary in this Section 6(a), up the Company shall not be required to a maximum pay Additional Interest Rate to any Holder of 2.0% per annum. If a Holder converts some or all of its Initial Transfer Restricted Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, if such Holder will receive on failed to comply with its obligations to make the settlement date for any Initial Securities submitted for conversion during a Registration Defaultrepresentations set forth in the third to last paragraph of Section 1 or failed to provide the information required to be provided by it, accrued and unpaid Additional Interest on such Initial Securities if any, pursuant to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common StockSection 3(n).
(b) A Registration Default referred to in Section 5(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to 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 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 the Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereof; provided, however, that in any case if such Registration Default occurs for a period that exceeds 60 days in any 100-day period or on aggregate of 100 days in any 12-month period, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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), (iii) or (iv) of Section 5(a6(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 rate by the principal amount of the Initial Securities that are Transfer Restricted Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate 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 (Jafra Cosmetics International Sa De Cv)
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 (iviii) below being herein called a "REGISTRATION DEFAULTRegistration Default"):
(i) If by May 2, 1999, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) If by August 30, 1999, neither the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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, 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 . Additional Interest shall accrue on the Initial Securities and the Private Exchange Notes over and above the interest set forth in the title of the Initial Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATEAdditional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.02.00% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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, 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a6(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 rate by the principal amount of the Initial SecuritiesSecurities or Private Exchange Notes, further as the case may be, multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate 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 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 DEFAULTFailure to Register"):
(i) If by the 150th day after the date of the original issue of the Bonds (that date of issue, the "Closing Date"), neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) 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 has is not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial SecuritiesCommission; or
(iii) If, after the 180th day after the Closing Date, and after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but the Company failseffective, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration Statement; or
(iv) the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf that Registration Statement thereafter ceases to be effective prior to completion of the Exchange Offer or the sale of all the Transfer Restricted Bonds registered pursuant to the Shelf Registration Statement, as the case may be; or (B) the Shelf that Registration Statement or the Prospectus related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities (as defined below) Bonds during the periods specified herein in this Agreement (except as permitted in paragraph (b) of this Section 6) because either (1) any event occurs as a result of which the Prospectus related prospectus forming part of such Shelf that 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 that Registration Statement Statement, or supplement the related prospectus, to comply with the Securities Act or the Exchange Act 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 . 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 date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to 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 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 the Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereof; provided, however, that in any case if such Registration Default occurs for a period that exceeds 60 days in any 100-day period or on aggregate of 100 days in any 12-month period, Additional Interest shall be payable in accordance with the above paragraph 5(a) from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 5(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 Agreement (Cleveland Electric Illuminating Co)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "ADDITIONAL INTEREST"“Additional Interest”) with respect to the Initial Transfer 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 DEFAULT"):“Registration Default”:
(i) If by December 27, 2010, the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) If by March 28, 2011, neither the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 , or (3) such Registration Statement is a Shelf 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 Statement that has expired before a result of any action or inaction by the Commission replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth be paid in the title an amount equal to 0.25% per annum of the Initial principal amount of the Transfer Restricted Securities for the first 90 days from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The amount of Additional Interest Rate shall increase by an additional 0.500.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum provided, however, that Additional Interest Rate of 2.0for all Registration Defaults shall not exceed an amount equal to .50% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% annum of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to Transfer Restricted Securities. Following the extent that cure of all Registration Defaults, the Company elects to deliver cash upon conversion). In addition, such Holder accrual of additional interest will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stockcease.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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, 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate rate by the principal amount of the Initial Transfer Restricted Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate 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 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 below, a "REGISTRATION DEFAULTRegistration Default"):
(i) If by the 91st day after the Issue Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement Statement, each with respect to a series of Notes, has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) the Shelf Registration Statement has not been declared effective If by the Commission by the 210th 181st day after the latest date of original issuance of Issue Date the Initial Securities; or
(iii) Exchange Offer Registration Statement is not declared effective, or if applicable, the Shelf Registration Statement is not declared effective within 245 days following the Issue Date, each with respect to a series of Notes;
(iii) If by the 211th day after the Issue Date, the relevant Registered Exchange Offer is not consummated and, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission but the Company failsCommission, each with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days series of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementNotes; or
(iv) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement Statement, each with respect to a series of Notes, is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective (except as permitted in paragraph (b)); or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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, 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 . Additional Interest shall accrue on the Initial applicable Notes and any Private Exchange Securities over and above the interest set forth in the title of the Initial Securities from and including the date on which any such Registration Default shall occur exchanged therefor with respect to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall , by 0.50% per annum and will increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all such Registration Defaults have Default has been cured, up to a maximum Additional Interest Rate amount of 2.01.5% per annumannum with respect to all Registration Defaults. If a Holder converts some or all Following the cure of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares accrual of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common StockRegistration Default will cease and upon the cure of all Registration Defaults the interest rate will revert to the original rate.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 post-effective amendment to the 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) the occurrence of 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that if such purported Registration Default occurs in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 clause (a)(i), (a)(ii) or (a)(iii) of Section 5(a) 6 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, further multiplied by a fraction, the numerator of which is the number of days such the 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 cash interest (the "ADDITIONAL INTERESTAdditional Interest") with respect to the Initial 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 DEFAULTRegistration Default"):
(i) If by March 10, 1997, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) If by July 23, 1997, neither the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) Notes during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 27 27 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 . Additional Interest shall accrue on the Initial Securities Notes at a rate of 0.50% per annum of the Accreted Value (as defined in the Indenture) (over and above the interest set forth in the title of the Initial Securities Notes) from and including the date on which any such Registration Default shall occur to but excluding until the earlier of (i) the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some cured or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to 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 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 date on which all the Notes otherwise become freely transferable by holders other than affiliates of clause (y), the Company is proceeding promptly and in good faith to amend or supplement without further registration under the Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereof; provided, however, that in any case if such Registration Default occurs for a period that exceeds 60 days in any 100-day period or on aggregate of 100 days in any 12-month period, Additional Interest shall be payable in accordance with the above paragraph 5(a) from the day such Registration Default occurs until such Registration Default is curedSecurities Act.
(c) Any amounts of Additional Interest due pursuant to Section 5(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 (Electronic Retailing Systems International 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) If by April 22, 1998, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) If by July 21, 1998, neither the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . 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 date on which any such Registration Default shall occur to but until and excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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 prospectus, (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus or (z) a Suspension Period not to exceed 45 days in any 12-month period pursuant to Section 2(b) and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a6(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 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 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 (Prestolite Electric Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (“the "ADDITIONAL INTEREST"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"“Registration Default”):
(i) the Shelf any Registration Statement has required by this Agreement is not been filed with the Commission by on or prior to the 120th day after the latest date of original issuance of the Initial Securitiesapplicable Filing Deadline;
(ii) the Shelf any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline;
(iii) the Registered Exchange Offer has not been consummated on or prior to the Consummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration Statement; or
(iv) the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . 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 date on which any such Registration Default shall occur occur, at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period to but excluding the date on which all such Registration Defaults have been curedcured and, at in the case of a rate of 0.50% per annum (Registration Default relating to a Shelf Registration, the "ADDITIONAL INTEREST RATE"date the Company’s obligation to keep the Registration Statement effective ceases under Section 2(b) for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been curedhereof, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Such Additional Interest on such Common Stock, but will shall be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest Holders’ sole monetary remedy under this Agreement with respect to such Common Stockany Registration Default.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to the a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the x)the filing of a post post-effective amendment to the 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, 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(hevents; provided that the failure of the Company to proceed promptly shall not be deemed to be a violation of this clause (b)(ii) hereofif the board of directors of the Company determines in its good faith judgment that the disclosure of any such event at such time would have a material adverse effect on the business or operations of the Company; provided, further, however, that in any case if such Registration Default occurs for a continuous period that exceeds in excess of 60 days in any 100-day period or on aggregate of 100 days in any 12-month perioddays, Additional Interest shall be payable in accordance with the above paragraph 5(a) from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 5(a6(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 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 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 (Commercial Vehicle Group, Inc.)
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 (iviii) below being herein called a "REGISTRATION DEFAULTRegistration Default"):
(i) If, on August 9, 1999 (90 days after the issue date of the Initial Securities), neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) the Shelf Registration Statement has not been declared effective by the Commission by the 210th day If, on November 8, 1999 (180 days after the latest issue date of original issuance of the Initial Securities; or
(iii) ), neither the Registered Exchange Offer is consummated with respect to all Initial Securities tendered as of such date nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after November 8, 1999, and after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective, except, in the case of the Exchange Offer Registration Statement, following the consummation of the Exchange Offer with respect to all Securities tendered in connection therewith prior to the expiration of the Exchange Offer or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . Additional Interest shall accrue on the Initial Securities and the Private Exchange Notes over and above the interest set forth in the title of the Initial Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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, 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; providedPROVIDED, howeverHOWEVER, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period45 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a6(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 rate by the principal amount of the Initial SecuritiesSecurities or Private Exchange Notes, further as the case may be, multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate 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 (Interactive Media Corp)
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) If by August 18, 1997, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) If by December 15, 1997, neither the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) Notes during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . Additional Interest shall accrue on the Initial Securities Notes over and above the interest set forth in the title of the Initial Securities Notes from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; providedPROVIDED, howeverHOWEVER, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate rate by the principal amount of the Initial SecuritiesNotes, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate 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 Initial Securities that are Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivii) below being herein called referred to as a "REGISTRATION DEFAULTRegistration Default"):
(i) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by on or before the 120th day after the latest date of original issuance of Issue Date (or if such day is not a business day, the Initial Securitiesfirst business day thereafter), or September 18, 1998;
(ii) the Registered Exchange Offer is not consummated on or before the 180th day after the Issue Date (or if such day is not a business day, the first business day thereafter), or November 17, 1998;
(iii) if a Shelf Registration Statement has is required to be filed under this Agreement, such Shelf Registration Statement is not been declared effective by the Commission by on or before the 210th day after the latest date Issue Date (or if such day is not a business day, the first business day thereafter), or December 17, 1998 (or, in the case of original issuance a Shelf Registration Statement required to be filed in response to any change in applicable interpretation of the Initial SecuritiesCommission, if later, on or before the 90th day after publication of such change); or
(iiiiv) if a Shelf Registration Statement is required to be filed under this Agreement, and after the Shelf Registration Statement is declared effective by and during the Commission but period that the Company fails, with respect is required to a Holder that supplies use its reasonable best efforts to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement keep the Shelf Registration Statement within thirty (30) days of the Company's receipt of effective as provided in Section 2(a), such questionnaire in order to name such Holder in the Shelf Registration Statement; or
(iv) the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf Registration Statement thereafter ceases to be effective and continues not to be effective (other than in connection with the consummation of the Registered Exchange Offer, as contemplated by the last sentence of Section 2(a)), or (B) the Company shall have suspended and be continuing to suspend the availability of the prospectus contained in the Shelf Registration Statement or the Prospectus ceases to be usable in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein 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 Statement, for more than 30 days 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 aggregate in 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 consecutive twelve-month period. Additional Interest shall accrue on the Initial Securities that are Transfer Restricted Securities over and above the interest set forth in the title of the Initial Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have Default has been cured, at a rate of (a) prior to the 91st day of such period (for so long as such period is continuing), 0.25% per annum and (b) thereafter (for so long as such period is continuing), 0.50% per annum. Any such Additional Interest shall not exceed such respective rates for such respective periods, and shall not in any event exceed 0.50% per annum (in the "ADDITIONAL INTEREST RATE") for aggregate, regardless of the first 90-day period immediately following number of Registration Defaults that shall have occurred and be continuing. Following the occurrence cure of all Registration Defaults, the accrual of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all will cease. All Registration Defaults have been curedwill be deemed cured upon consummation of the Exchange Offer. Notwithstanding anything to the contrary in this Section 6(a), up the Company shall not be required to a maximum pay Additional Interest Rate to any Holder of 2.0% per annum. If a Holder converts some or all of its Initial Transfer Restricted Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, if such Holder will receive on failed to comply with its obligations to make the settlement date for any Initial Securities submitted for conversion during a Registration Defaultrepresentations set forth in the third to last paragraph of Section 1 or failed to provide the information required to be provided by it, accrued and unpaid Additional Interest on such Initial Securities if any, pursuant to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common StockSection 3(n).
(b) A Registration Default referred to in Section 5(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to 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 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 the Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereof; provided, however, that in any case if such Registration Default occurs for a period that exceeds 60 days in any 100-day period or on aggregate of 100 days in any 12-month period, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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), (iii) or (iv) of Section 5(a6(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 rate by the principal amount of the Initial Securities that are Transfer Restricted Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate 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"“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"“Registration Default”):
(i) If by the 180th day after the Issue Date (or if the 180th day is not a business day, the first business day thereafter), neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) the Shelf Registration Statement has not been declared effective If by the Commission by the 210th 260th day after the latest date of original issuance of Issue Date (or if the Initial Securities; or
(iii) 260th day is not a business day, the first business day thereafter), neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . 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 date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of (i) 0.25% per annum, from and including the date on which any such Registration Default shall occur to and including the 90th day following the date on which such Registration Default occurred; and (ii) 0.50% per annum (annum, from and including the "ADDITIONAL INTEREST RATE") for the first 90-91st day period immediately following the occurrence of date on which any such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect Default occurred to each subsequent 90-day period until but excluding the date on which all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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, 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period45 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a6(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 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 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 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) If by December 28, 1997, the Shelf Exchange Offer Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) If by June 16, 1998, the Registered Exchange Offer has not been consummated or, if required in lieu thereof by August 5, 1998, the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial SecuritiesCommission; or
(iii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration Statement; or
(iv) the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . 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 date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, cured at a rate of 0.500.25% per annum (during the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of date on which such Registration Default. The Additional Interest Rate Default has occurred, which rate shall increase by an additional 0.500.25% per annum with respect to for each subsequent 90-day period until all Registration Defaults have been curedperiod; PROVIDED, up to a maximum HOWEVER, that the rate at which Additional Interest Rate of 2.0accrues shall not exceed 1.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company Issuers 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 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due Due pursuant to clause (i), (ii) or (iii) of Section 5(a6(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 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 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 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) If by April 27, 1998, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) If by August 24, 1998, neither the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or
(iii) Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective effective; or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 . 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 date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been curedcured (such period shall be referred to herein as the "Registration Default Period"), at a rate of 0.25% per annum for the first 90 days of the Registration Default period and at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") thereafter for the first 90-day remaining period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common StockPeriod.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 the 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, 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 5(a6(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 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 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 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 below, a "REGISTRATION DEFAULTRegistration Default"):
(i) If by September 22, 1997, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement Statement, each with respect to a series of Notes, has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial SecuritiesCommission;
(ii) If by February 3, 1998, the relevant Registered Exchange Offer is not consummated and, if required in lieu thereof, the Shelf Registration Statement has is not been declared effective by the Commission by the 210th day after the latest date Commission, each with respect to a series of original issuance of the Initial SecuritiesNotes; or
(iii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but the Company failsStatement, each with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holderseries of Notes, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration Statement; or
(iv) the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective (except as permitted in paragraph (b)); or (B) the Shelf such Registration Statement or the Prospectus related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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, 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 . Additional Interest shall accrue on the Initial applicable Notes and any Private Exchange Securities exchanged therefor at a rate of 0.50% per annum (the "Additional Interest Rate") over and above the interest set forth in the title of the Initial Securities Notes from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults as to the relevant Securities have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to the 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 post-effective amendment to the 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) the occurrence of 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; providedPROVIDED, howeverHOWEVER, that if such purported Registration Default occurs in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) 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 clause (a)(i), (a)(ii) or (a)(iii) of Section 5(a) 6 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, further multiplied by a fraction, the numerator of which is the number of days such the 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 (Navigator Gas Iom I-E LTD)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "ADDITIONAL INTEREST"“Additional Interest”) with respect to the Initial Securities Convertible Notes shall be assessed accrue as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a "REGISTRATION DEFAULT"“Registration Default”):
(i) the Shelf Registration Statement has required by this Agreement is not been filed with the Commission by the 120th day on or prior to 120 days after the latest date of original issuance of the Initial Securities;Closing Date; [[NYCORP:2550211v4:3642W:11/11/05--03:07 p]]
(ii) the Shelf Registration Statement has required by this Agreement is not been declared effective by the Commission by the 210th day on or prior to 240 days after the latest date of original issuance of the Initial Securities; orClosing Date;
(iii) if after the Shelf Registration Statement is declared effective required by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration Statement; or
(iv) the Shelf Registration Statement is this Agreement has been declared effective by the Commission but (A) the Shelf such Registration Statement thereafter ceases to be effective or (B) the Shelf Registration Statement or the Prospectus related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the Prospectus 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 Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Initial Securities Convertible Notes from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.500.25% per annum (the "ADDITIONAL INTEREST RATE"“Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.500.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.00.5% per annum. If a Holder converts some or all of its Initial Securities into Common Stock at a time when there exists a Registration Default, the Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 5(a)(iv5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to 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 post-effective amendment to the 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, 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 the such Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereofevents; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in any 100-day period or on aggregate excess of 100 days in any 12-month period30 days, Additional Interest shall be payable in accordance with the above paragraph 5(a) from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 5(a) will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesConvertible Notes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the aggregate principal amount of the Initial Securities, Convertible 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 (Chesapeake Energy Corp)