Additional Interest Under Certain Circumstances. (a) If (i)(A) the Registered Exchange Offer has not been consummated or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th day after the Issue Date, or (ii) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective at any time (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Initial Securities at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by PBF) commencing on (x) the 366th day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Registration ceases to be effective, in the case of clause (ii) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effective, Additional Interest on the Initial Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the Company shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated. (b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events 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) of this Section 6(b), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events. (c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months) and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (PBF Energy Co LLC), Registration Rights Agreement (PBF Holding Co LLC)
Additional Interest Under Certain Circumstances. (a) If (i)(A) the Registered Exchange Offer has not been consummated or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th day after the Issue Date, or (ii) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective at any time (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Initial Securities at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by PBFthe Partnership) commencing on (x) the 366th day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Registration ceases to be effective, in the case of clause (ii) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effective, Additional Interest on the Initial Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the Company PBF Parties shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF the Partnership in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated.
(b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company PBF Parties 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 PBF Parties that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) of this Section 6(b), the Company is PBF Parties are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months) and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (PBF Logistics LP), Registration Rights Agreement (PBF Logistics LP)
Additional Interest Under Certain Circumstances. (a) If If: (i)(Ai) the Exchange Offer Registration Statement (or, if required, the Shelf Registration Statement) is not filed on or before the date that is 180 days after the Issue Date; or (ii) the Registered Exchange Offer has is not been consummated or completed (B) a or, if required, the Shelf Registration Statement has is not been declared effective by the Commission, in each case, (or does not become automatically) effective) on or prior to before the 365th day date that is 360 days after the Issue Date, or (ii) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective at any time (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) Date (each such events event referred to in clause (i) and (ii), a “Registration Default”), then the Company will pay each Holder of Initial Notes liquidated damages in the form of additional interest (“Additional Interest”) shall accrue on in an amount equal to 0.25% per annum of the principal amount of Initial Notes held by such Holder, with respect to the Initial Securities at a rate first 90 days after the date of 0.25% per annum the Registration Default (which rate will shall be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues liquidated damages continue to accrue; provided that ) in each case until the rate which such Additional Interest accrues may in Registration Default no event exceed 1.00% per annum) (such Additional Interest to be calculated by PBF) commencing on (x) the 366th day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Registration ceases to be effective, in the case of clause (ii) abovelonger exists; provided, however, that upon at no time shall the exchange amount of liquidated damages accruing exceed in the aggregate 1.0% per annum. Upon filing of the Exchange Securities for all Transfer Restricted Securities tenderedOffer Registration Statement (or, or upon if required, the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effective, Additional Interest on the Initial Securities Statement) in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the Company shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated.
(b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a clause (i), or the completion of the Registered Exchange Offer (or, if required, the effectiveness of the Shelf Registration Statement or termination thereof in accordance with the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) registration rights agreement), in the case of a Registration Default referred to in clause (y) of ii), liquidated damages described in this Section 6(b), the Company is proceeding promptly and in good faith 6 will cease to amend or supplement such Shelf Registration Statement and related prospectus to describe such eventsaccrue.
(cb) Any amounts of Additional Interest due pursuant to clause (i) or (ii) of Section 6(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 by the principal amount of the Initial SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months) ), and the denominator of which is 360. The obligation of the Company to pay Additional Interest in the case of any Registration Default shall be the sole and exclusive remedy of the Holders for any such Registration Default and the failure of the Company to comply with its obligtions under Section 1 and Section 2. Notwithstanding anything to the contrary herein, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder that is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to any Registration Default that pertains to the Shelf Registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Carrizo Oil & Gas Inc), Registration Rights Agreement (Carrizo Oil & Gas Inc)
Additional Interest Under Certain Circumstances. (a) If Additional interest at a rate of 0.5% per annum of the principal amount of the Notes (i)(Athe "Additional Interest") shall be assessed as follows:
(i) if the Exchange Offer Registration Statement or the Shelf Registration Statement is not filed with the Commission by the earlier of (x) 90 days after the effectiveness of the Supplemental Indenture dated as of December 4, 2000 among the Issuers, the Additional Guarantors and the Trustee (the "Supplemental Indenture") and (y) the date of filing of a registration statement in respect of an initial public offering of common stock of the Company (other than a registration statement on Form S-8), then, commencing from and including the earlier of such dates, Additional Interest shall be assessed on the Notes;
(ii) if the Registered Exchange Offer has is not been consummated completed or a Shelf Registration is not declared effective by the Commission by the Initial Completion Deadline, then, commencing on the Initial Completion Deadline, Additional Interest shall be assessed on the Notes; and
(iii) if (A) the Issuers have not exchanged Exchange Notes for all the Securities validly tendered in accordance with the terms of the Registered Exchange Offer on or prior to 30 business days after the date on which the Exchange Offer Registration Statement was declared effective, or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th day after the Issue Date, or (ii) if applicable, a the Shelf Registration Statement has been declared effective but shall thereafter cease and it ceases to be effective at any time prior to two years (other than because or such later date if such two-year period is extended pursuant to Section 3(j) above or such shorter period as is provided in Section 2(b)) from the effectiveness of the sale of all of the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”)Supplemental Indenture, then additional interest (“then, Additional Interest”) Interest shall accrue be assessed on the principal amount of the Initial Securities at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by PBF) Notes, commencing on (x) the 366th 31st business day after the Issue Date, such effective date in the case of clause (iA) above, or (y) the day such Shelf Registration Statement ceases to be effective, effective in the case of clause (iiB) above; provided, however, that (l) upon the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement or the Initial Completion Deadline in the case of (i) above, (2) upon completion of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement in the case of (ii) above, or (3) upon the exchange of the Exchange Securities Notes for all Transfer Restricted the Securities tenderedvalidly tendered in accordance with the terms of the Registered Exchange Offer, or upon the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effectiveremain effective prior to two years (or such later date if such two-year period is extended pursuant to Section 3(j) above or such shorter period as is provided in Section 2(b)) from the effectiveness of the Supplemental Indenture in the case of (iii) above, Additional Interest on the Initial Securities in respect of which such events relate Notes as a result of such clause (or the relevant subclause thereofi), as the case may be, (ii) or (iii) shall immediately cease to accrue. Notwithstanding any other provisions of this Section 6, the Company shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated.
(b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events 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) of this Section 6(b), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months) and the denominator of which is 360."
Appears in 1 contract
Sources: Registration Rights Agreement (Building Materials Investment Corp)
Additional Interest Under Certain Circumstances. (a) If (i)(A) the Registered Exchange Offer has not been consummated or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th day after the Issue Date, or (ii) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective at any time (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”), then additional Additional interest (“Additional Interest”) shall accrue payable on the principal amount of the Initial Securities (the “Additional Interest”) shall begin to accrue at a rate of 0.25% per annum upon the occurrence of any of the following events (each such event in clauses (i) through (ii) below a “Registration Default”):
(i) If on or prior to the 360th day after the Issue Date, the Registered Exchange Offer is not consummated or
(ii) If after a Shelf Registration Statement is declared (or becomes automatically) effective, and until the earliest of (A) two years after the Issue Date, (B) such time as all of the applicable Securities have been sold under such Shelf Registration Statement, or (C) the date upon which all Securities covered by such Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale, or other restrictions contained in Rule 144, such Registration Statement ceases to be effective. If a Registration Default has occurred and is continuing on the 91st day following the occurrence of such Registration Default, the rate of Additional Interest will be increased increase by an additional 0.25% per annum for and will thereafter increase by an additional 0.25% per annum with respect to each subsequent 90-day period that and continue to accrue so long as such Additional Interest continues to accrue; provided Registration Default is not cured, provided, however, that the total rate at which such Additional Interest accrues may in no event exceed 1.001.0% per annum) annum and that upon the exchange of Exchange Securities for all Initial Securities tendered (such Additional Interest to be calculated by PBF) commencing on (x) the 366th day after the Issue Date, in the case of clause (i) above), or (y) upon the day such effectiveness of a Shelf Registration ceases Statement that had ceased to be effective, remain effective (in the case of clause (ii) above; provided), however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf such Registration Statement which has not become, or had ceased to remain, effective, Default shall be cured and Additional Interest on the such Initial Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall immediately cease to accrue. Notwithstanding any other provisions of this Section 6, the The Company shall not in no event be obligated required to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any more than one Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummatedgiven time.
(b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (xw) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or prospectus, (yx) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus prospectus, (y) the suspension of the effectiveness of such Registration Statement because of the existence of material events or developments with respect to the Company or any of its affiliates, the disclosure of which the Company determines in good faith would have a material adverse effect on its business, operations or prospects, or (z) the suspension of the effectiveness of such Registration Statement because the Company does not wish to disclose publicly a pending material business transaction that has not yet been publicly disclosed, and (ii) in the case of clause (y) of this Section 6(bx), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if (A) in the case of a Registration Default described in clause (i)(w), such Registration Default occurs for a continuous period in excess of 30 days and (B) in the case of a Registration Default described in (i)(x), (i)(y) or (i)(z), such Registration Default occurs for a period of more than 45 days in any three-month period or more than an aggregate of 90 days in any twelve-month period, then Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesSecurities and to the same persons and in the same manner as ordinary interest thereon. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months) ), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Catalent Pharma Solutions, Inc.)
Additional Interest Under Certain Circumstances. (a) If (i)(A) the Registered Exchange Offer has not been consummated or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th 180th day after the Issue Qualified IPO Date, or (ii) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective at any time (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Initial Securities at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by PBFthe Issuer) commencing on (x) the 366th 181st day after the Issue Qualified IPO Date, in the case of clause (i) above, or (y) the day such Shelf Registration ceases to be effective, effective in the case of clause (ii) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effective, Additional Interest on the Initial Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the Company shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF the Company in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated.
(b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events 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) of this Section 6(b), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events.
(c) Any amounts of Additional Interest due pursuant to clause (i) or (ii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months) ), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) If Additional interest (i)(Athe "Additional Interest") with respect to the Initial Securities (provided that for the purposes of this Section 5 holders of Underlying Shares issued upon conversion of Initial Securities shall not be deemed holders of Underlying Shares, but shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Underlying Shares were converted) shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iii) below being herein called a "Registration Default"):
(i) the Registered Exchange Offer Shelf Registration Statement has not been consummated or filed with the Commission by the 90th day after the latest date of the original issuance of the Initial Securities;
(Bii) a the Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to Commission by the 365th 180th day after the Issue Date, latest date of the original issuance of the Initial Securities;
(iii) the Company fails to amend or supplement the Shelf Registration Statement in order to add Electing Holders as selling securityholders within the time periods set forth in Section 2(a); or
(iiiv) the Shelf Registration Statement is declared effective by the Commission but during the Shelf Registration Period (A) the Shelf Registration Statement or the Prospectus ceases to be effective or usable in connection with resales of the Securities during the Shelf Registration Period and (B)(x) if applicable, a the Company does not terminate the Deferral Period described in Section 2(b) above by the 45th day or the 120th day, as the case may be or (y) in all other cases, subject to Section 5(b), the Company does not have the Shelf Registration Statement has been declared and related Prospectus effective but shall thereafter cease and usable within five business days after it ceased to be effective at any time (other than because or usable by a post-effective amendment or a report filed pursuant to the Exchange Act, except in each case as the result of filing a post-effective amendment solely to add additional selling securityholders. Each of the sale 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 (A) in the case of paragraph (iii) above, the Initial Securities held by the Holders affected by the relevant Registration Default and (B) in all other cases, all of the Transfer Restricted Securities registered thereunderInitial 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 per annum (the "ADDITIONAL INTEREST RATE") of (each such events a “Registration Default”), then additional interest (“Additional Interest”a) shall accrue on 0.25% of the principal amount of the Initial Securities to and including the 90th day following the occurrence of such Registration Default and (b) 0.50% of the principal amount of the Initial Securities from and after the 91st day following the occurrence of such Registration Default. In no event shall interest accrue at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by PBF) commencing on (x) the 366th day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Registration ceases to be effective, in the case of clause (ii) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effective, Additional Interest on the Initial Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the Company shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummatedexceeding 0.50%.
(b) A Registration Default referred to in Section 6(a)(ii5(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf Registration Statement or the related prospectus Prospectus if (i) such Registration Default has occurred solely as a result of (xA) the filing of or the need to file a post-effective amendment to such the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus Prospectus, (B) the filing or the need to file a post-effective amendment to incorporate modifications to the Shelf Registration Statement in connection with comments from the Commission relating to such Shelf Registration Statement or any documents required to be incorporated therein or (yC) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and Prospectus, and in each of (A), (B) and (iiC) in the case of clause (y) of this Section 6(b), the Company is proceeding promptly and in good faith to amend or supplement such the Shelf Registration Statement and related prospectus Prospectus and to describe file and have declared effective such eventsShelf Registration Statement; provided, however, that if in any such case the use of the Shelf Registration Statement is suspended under this paragraph (b) for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day following such 45 day period until such Registration Default is cured; provided, further however, that if the Shelf Registration Statement is suspended for more than 45 days in the aggregate in any 90-day period or more than 120 days in the aggregate in any twelve-month period under this Section 5(b) or pursuant to a Deferral Period, Additional Interest shall be payable by the Company in accordance with Section 5(a) from the 46th day or the 121st day, as applicable, until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities, or if there are no such regular payment dates, June 1 and December 1. 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, 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) If Additional interest at a rate of 0.5% per annum of the principal amount of the Notes (i)(Athe "Additional Interest") shall be assessed as follows:
(i) if the Exchange Offer Registration Statement is not filed with the Commission by the earlier of (x) 90 days after the Issue Date and (y) the date of filing of a registration statement in respect of an initial public offering of common stock of the Company (other than a registration statement on Form S-8), then, commencing from and including the earlier of such dates, Additional Interest shall be assessed on the Notes;
(ii) if the Registered Exchange Offer is not completed and a Shelf Registration is not declared effective by the Commission by the Completion Deadline, then, commencing on the Completion Deadline, Additional Interest shall be assessed on the Notes; and
(iii) if (A) the Company has not been consummated exchanged Exchange Notes for all the Notes validly tendered in accordance with the terms of the Registered Exchange Offer on or prior to 30 business days after the date on which the Exchange Offer Registration Statement was declared effective, or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th day after the Issue Date, or (ii) if applicable, a the Shelf Registration Statement has been declared effective but shall thereafter cease and it ceases to be effective at any time prior to two years (other than because of or such later date if such two year period is extended pursuant to Section 3(j) above or such shorter period as is provided in Section 2(b)) from the sale of all of the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”)Issue Date, then additional interest (“then, Additional Interest”) Interest shall accrue be assessed on the principal amount of the Initial Securities at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by PBF) Notes, commencing on (x) the 366th 31st business day after the Issue Date, such effective date in the case of clause (iA) above, or (y) the day such Shelf Registration Statement ceases to be effective, effective in the case of clause (iiB) above; provided, however, that (l) upon the filing of the Exchange Offer Registration Statement or the Completion Deadline in the case of (i) above, (2) upon completion of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement in the case of (ii) above, or (3) upon the exchange of the Exchange Securities Notes for all Transfer Restricted Securities tenderedthe Notes validly tendered in accordance with the terms of the Registered Exchange Offer, or upon the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effectiveremain effective prior to two years (or such later date if extended pursuant to Section 3(j) above or such shorter period as is provided in Section 2(b)) from the date of original issuance of the Notes in the case of (iii) above, Additional Interest on the Initial Securities in respect of which such events relate Notes as a result of such clause (or the relevant subclause thereofi), as the case may be, (ii) or (iii) shall immediately cease to accrue. Notwithstanding any other provisions of this Section 6, the Company shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated.
(b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events 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) of this Section 6(b), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events.
(c) Any amounts amount of Additional Interest due pursuant to clauses (i), (ii) or (iii) of Section 6(a) above will be payable in cash semiannually in arrears on each Interest Payment Date (as defined in the regular interest payment dates Notes), commencing with respect the first such Interest Payment Date occurring after any such Additional Interest commences to the Initial Securitiesaccrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (period, determined on the basis of a 360-day year comprised of twelve 30-day months) , and the denominator of which is 360.
(c) If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer provided that the Company has accepted all the Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer.
Appears in 1 contract
Sources: Registration Rights Agreement (Building Materials Corp of America)
Additional Interest Under Certain Circumstances. (a) If Additional interest at a rate of 0.5% per annum of the principal amount of the Notes (i)(Athe "Additional Interest@) shall be assessed as follows:
(i) if the Exchange Offer Registration Statement is not filed with the Commission by the earlier of (x) 60 days after the Issue Date and (y) the date of filing of a registration statement in respect of an initial public offering of common stock of the Company, then, commencing from and including the earlier of such dates, Additional Interest shall be assessed on the Notes;
(ii) if the Registered Exchange Offer is not completed and a Shelf Registration is not declared effective by the Commission by the Completion Deadline, then, commencing on the Completion Deadline, Additional Interest shall be assessed on the Notes; and
(iii) if (A) the Company has not been consummated exchanged Exchange Notes for all the Notes validly tendered in accordance with the terms of the Registered Exchange Offer on or prior to 30 business days after the date on which the Exchange Offer Registration Statement was declared effective, or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th day after the Issue Date, or (ii) if applicable, a the Shelf Registration Statement has been declared effective but shall thereafter cease and it ceases to be effective at any time prior to two years (other than because of or such later date if such two-year period is extended pursuant to Section 3(j) above or such shorter period as is provided in Section 2(b)) from the sale of all of the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”)Issue Date, then additional interest (“then, Additional Interest”) Interest shall accrue be assessed on the principal amount of the Initial Securities at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by PBF) Notes, commencing on (x) the 366th 31st business day after the Issue Date, such effective date in the case of clause (iA) above, or (y) the day such Shelf Registration Statement ceases to be effective, effective in the case of clause (iiB) above; provided, however, that (l) upon the filing of the Exchange Offer Registration Statement or the Completion Deadline in the case of (i) above, (2) upon completion of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement in the case of (ii) above, or (3) upon the exchange of the Exchange Securities Notes for all Transfer Restricted Securities tenderedthe Notes validly tendered in accordance with the terms of the Registered Exchange Offer, or upon the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effectiveremain effective prior to two years (or such later date if extended pursuant to Section 3(j) above or such shorter period as is provided in Section 2(b)) from the date of original issuance of the Notes in the case of (iii) above, Additional Interest on the Initial Securities in respect of which such events relate Notes as a result of such clause (or the relevant subclause thereofi), as the case may be, (ii) or (iii) shall immediately cease to accrue. Notwithstanding any other provisions of this Section 6, the Company shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated.
(b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events 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) of this Section 6(b), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events.
(c) Any amounts amount of Additional Interest due pursuant to clauses (i), (ii) or (iii) of Section 6(a) above will be payable in cash semiannually in arrears on each Interest Payment Date (as defined in the regular interest payment dates Notes), commencing with respect the first such Interest Payment Date occurring after any such Additional Interest commences to the Initial Securitiesaccrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (period, determined on the basis of a 360-day year comprised of twelve 30-day months) , and the denominator of which is 360.
(c) If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer provided that the Company has accepted all the Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer.
Appears in 1 contract
Sources: Registration Rights Agreement (Building Materials Corp of America)
Additional Interest Under Certain Circumstances. (a) If If: (i)(Ai) the Exchange Offer Registration Statement (or, if required, the Shelf Registration Statement) is not filed on or before the date that is 180 days after the Issue Date; or (ii) the Registered Exchange Offer has is not been consummated or completed (B) a or, if required, the Shelf Registration Statement has is not been declared effective by the Commission, in each case, (or does not become automatically) effective) on or prior to before the 365th day date that is 270 days after the Issue Date, or (ii) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective at any time (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) Date (each such events event referred to in clause (i) and (ii), a “Registration Default”), then the Company will pay each Holder of Initial Notes liquidated damages in the form of additional interest (“Additional Interest”) shall accrue on in an amount equal to 0.25% per annum of the principal amount of Initial Notes held by such Holder, with respect to the Initial Securities at a rate first 90 days after the date of 0.25% per annum the Registration Default (which rate will shall be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues liquidated damages continue to accrue; provided that ) in each case until the rate which such Additional Interest accrues may in Registration Default no event exceed 1.00% per annum) (such Additional Interest to be calculated by PBF) commencing on (x) the 366th day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Registration ceases to be effective, in the case of clause (ii) abovelonger exists; provided, however, that upon at no time shall the exchange amount of liquidated damages accruing exceed in the aggregate 1.0% per annum. Upon filing of the Exchange Securities for all Transfer Restricted Securities tenderedOffer Registration Statement (or, or upon if required, the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effective, Additional Interest on the Initial Securities Statement) in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the Company shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated.
(b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a clause (i), or the completion of the Registered Exchange Offer (or, if required, the effectiveness of the Shelf Registration Statement or termination thereof in accordance with the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) registration rights agreement), in the case of a Registration Default referred to in clause (y) of ii), liquidated damages described in this Section 6(b), the Company is proceeding promptly and in good faith 6 will cease to amend or supplement such Shelf Registration Statement and related prospectus to describe such eventsaccrue.
(cb) Any amounts of Additional Interest due pursuant to clause (i) or (ii) of Section 6(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 by the principal amount of the Initial SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months) ), and the denominator of which is 360. The obligation of the Company to pay Additional Interest in the case of any Registration Default shall be the sole and exclusive remedy of the Holders for any such Registration Default and the failure of the Company to comply with its obligtions under Section 1 and Section 2. Notwithstanding anything to the contrary herein, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder that is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to any Registration Default that pertains to the Shelf Registration.
Appears in 1 contract
Sources: Registration Rights Agreement (Carrizo Oil & Gas Inc)
Additional Interest Under Certain Circumstances. (a) If Additional interest (i)(Athe "ADDITIONAL INTEREST") with respect to the Interim Convertible Notes and Senior Convertible Notes shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "REGISTRATION DEFAULT"):
(i) the Registered Exchange Offer Shelf Registration Statement has not been consummated or filed with the Commission by the 45th day after the first date of original issuance of the Interim Convertible Notes;
(Bii) a the Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to Commission by the 365th 90th day after the Issue Datefirst date of original issuance of the Interim Convertible Notes;
(iii) the Company fails with respect to a Holder that supplies the Notice and Questionnaire described in Section 2(m) to amend or supplement the Shelf Registration Statement in the manner set forth in Section 2(m); provided that such assessment shall be paid only to such Holder and directly to such Holder; or
(iv) the Shelf Registration Statement is declared effective, and such Shelf Registration Statement ceases to be effective or fails to be usable in connection with resales of Senior Convertible Notes and the Common Stock issuable upon the conversion of the Interim Convertible Notes and the Senior Convertible Notes in accordance with and during the periods specified in this Agreement and (A) the Company does not cure the Shelf Registration Statement within fifteen business days by a post-effective amendment or a report filed pursuant to the Exchange Act or (iiB) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective at any time (other than because of the sale of all of Company does not terminate the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”), then additional interest (“Additional Interest”) shall accrue on suspension period described above by the principal amount of the Initial Securities at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by PBF) commencing on (x) the 366th day after the Issue Date, in the case of clause (i) above, 45th or (y) the day such Shelf Registration ceases to be effective, in the case of clause (ii) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effective, Additional Interest on the Initial Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof)90th day, as the case may be, shall cease to accrue. Notwithstanding Each of the foregoing will constitute a Registration Default whatever the reason for any other provisions such event and whether it is voluntary or involuntary or is beyond the control of this Section 6, the Company shall not be obligated or pursuant to pay operation of law or as a result of any action or inaction by the Commission. Additional Interest provided in Section 6(a)(i)(B) shall accrue on the Interim Convertible Notes and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies Senior Convertible Notes over and above the interest set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy title of the Holders for each Interim Convertible Notes and Senior Convertible Notes from and including the date on which any such Registration Default pursuant shall occur to this Agreementbut excluding the date on which all the Registration Defaults have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") (or an equivalent amount for any Common Stock issued upon conversion of the Interim Convertible Notes and the Senior Convertible Notes). No Holder In the case of a Transfer Restricted Security who has not furnished information registration default described in clause (iii) the Company's obligation to PBF in accordance with Section 3(n) hereof pay additional interest extends only to the affected Securities. The Company shall be entitled to Additional Interest have no other liabilities for monetary damages with respect to a Registration Default its registration obligations. With respect to each Holder, the Company's obligations to pay additional interest remain in connection with a Shelf Registration effect only so long as the Senior Convertible Notes and no the Common Stock issuable upon the conversion of the Interim Convertible Notes and the Senior Convertible Notes held by the Holder who was eligible to exchange such Holder’s outstanding Initial are Securities at within the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummatedmeaning of this Agreement.
(b) A Registration Default referred to in Section 6(a)(ii5(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf Registration Statement or the related prospectus Prospectus if (i) such the Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus Prospectus or (y) other material events with respect to the Company that would need to be described in such the Shelf Registration Statement or the related prospectus Prospectus and (ii) in the case of clause (y) of this Section 6(b), the Company is proceeding promptly and in good faith to amend or supplement such the Shelf Registration Statement and related prospectus Prospectus to describe such eventsevents as required by paragraph 2(h) hereof; provided, however, that in any case if the Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day the Registration Default occurs until the Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesInterim Convertible Notes and the Senior Convertible Notes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Interim Convertible Notes and Senior Convertible Notes further multiplied by a fraction, the numerator of which is the number of days such the 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. For purposes of this Section 5, the holders of Common Stock issued upon conversion of the Interim Convertible Notes and Senior Convertible Notes shall be deemed to be holders of the aggregate principal amount of the Interim Convertible Notes and Senior Convertible Notes from which the Common Stock was converted and, if applicable, any amounts of Additional Interest due pursuant to Section 5(a) shall be paid to such holders in accordance with the terms hereof as if such holders continued to hold Interim Convertible Notes and Senior Convertible Notes.
Appears in 1 contract
Sources: Registration Rights Agreement (Skyworks Solutions Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ii) below a “Registration Default”):
(i) If (i)(A) the Registered Exchange Offer has not been consummated or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th 360th day after the Issue Date, or the Registered Exchange Offer is not consummated or
(ii) if applicable, a If after the Shelf Registration Statement has been is declared (or becomes automatically) effective but shall such Registration Statement thereafter cease ceases to be effective at any time (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such events during a “Registration Default”), then additional interest (“period during which it is required to be. Additional Interest”) Interest shall accrue on the principal amount of the Initial Securities Securities, at a rate of 0.25% per annum (which for the first 90-day period, and such rate will be increased increase by an additional 0.25% per annum for with respect to each subsequent 90-day period that such Additional Interest continues to accrue; provided accrue (provided, that the rate at which such Additional Interest accrues may in no event exceed 1.001.0% per annum) (such Additional Interest to be calculated by PBF) commencing on (x) the 366th 361st day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Registration Statement ceases to be effectiveeffective during a period during which it is required to be, in the case of (ii) above; provided, that upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (i) above), or upon the effectiveness of a Shelf Registration Statement that had ceased to remain effective (in the case of clause (ii) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effective), Additional Interest on the such Initial Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the The Company shall not in no event be obligated required to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any more than one Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummatedgiven time.
(b) A Registration Default referred to in Section 6(a)(ii6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (xw) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or prospectus, (yx) 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, (y) the suspension of the effectiveness of such Registration Statement because of the existence of material events or developments with respect to the Company or any of its affiliates, the disclosure of which the Company determines in good faith would have a material adverse effect on its business, operations or prospects, or (z) the suspension of the effectiveness of such Registration Statement because the Company does not wish to disclose publicly a pending material business transaction that has not yet been publicly disclosed, and (ii) in the case of clause (y) of this Section 6(bx), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if (A) in the case of a Registration Default described in clause (i)(w), such Registration Default occurs for a continuous period in excess of 30 days and (B) in the case of a Registration Default described in (i)(x), (i)(y) or (i)(z), such Registration Default occurs for a period of more than 45 days in any three-month period or more than an aggregate of 90 days in any twelve-month period, then Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i) or (ii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months) ), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Freescale Semiconductor Holdings I, Ltd.)
Additional Interest Under Certain Circumstances. (a) If Additional interest at a rate of 0.5% per annum of the principal amount of the Notes (i)(Athe "Additional Interest") shall be assessed as follows:
(i) if the Exchange Offer Registration Statement is not filed with the Commission by the earlier of (x) 60 days after the Issue Date and (y) the date of filing of a registration statement in respect of an initial public offering of common stock of the Company (other than a registration statement on Form S-8), then, commencing from and including the earlier of such dates, Additional Interest shall be assessed on the Notes;
(ii) if the Registered Exchange Offer is not completed and a Shelf Registration is not declared effective by the Commission by the Completion Deadline, then, commencing on the Completion Deadline, Additional Interest shall be assessed on the Notes; and
(iii) if (A) the Company has not been consummated exchanged Exchange Notes for all the Notes validly tendered in accordance with the terms of the Registered Exchange Offer on or prior to 30 business days after the date on which the Exchange Offer Registration Statement was declared effective, or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th day after the Issue Date, or (ii) if applicable, a the Shelf Registration Statement has been declared effective but shall thereafter cease and it ceases to be effective at any time prior to two years (other than because of or such later date if such two-year period is extended pursuant to Section 3(j) above or such shorter period as is provided in Section 2(b)) from the sale of all of the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”)Issue Date, then additional interest (“then, Additional Interest”) Interest shall accrue be assessed on the principal amount of the Initial Securities at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by PBF) Notes, commencing on (x) the 366th 31st business day after the Issue Date, such effective date in the case of clause (iA) above, or (y) the day such Shelf Registration Statement ceases to be effective, effective in the case of clause (iiB) above; provided, however, that (1) upon the filing of the Exchange Offer Registration Statement or the Completion Deadline in the case of (i) above, (2) upon completion of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement in the case (ii) above, or (3) upon the exchange of the Exchange Securities Notes for all Transfer Restricted Securities tenderedthe Notes validly tendered in accordance with the terms of the Registered Exchange Offer, or upon the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effectiveremain effective prior to two years (or such later date if extended pursuant to Section 3(j) above or such shorter period as is provided in Section 2(b)) from the date of original issuance of the Notes in the case of (iii) above, Additional Interest on the Initial Securities in respect of which such events relate Notes as a result of such clause (or the relevant subclause thereofi), as the case may be, (ii) or (iii) shall immediately cease to accrue. Notwithstanding any other provisions of this Section 6, the Company shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated.
(b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events 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) of this Section 6(b), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events.
(c) Any amounts amount of Additional Interest due pursuant to clauses (i), (ii) or (iii) of Section 6(a) above will be payable in cash semiannually in arrears on each Interest Payment Date (as defined in the regular interest payment dates Notes), commencing with respect the first such Interest Payment Date occurring after any such Additional Interest commences to the Initial Securitiesaccrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (period, determined on the basis of a 360-day year comprised of twelve 30-day months) , and the denominator of which is 360.
(c) If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer provided that the Company has accepted all the Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer.
Appears in 1 contract
Sources: Registration Rights Agreement (Building Materials Corp of America)
Additional Interest Under Certain Circumstances. (a) If Additional Interest (i)(A"Additional Interest") with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event referred to in clauses (i) through (iii) below, a "Registration Default"):
(i) the Registered Exchange Offer Shelf Registration Statement has not been consummated filed with the Commission prior to or on the Filing Deadline;
(Bii) a the Shelf Registration Statement has not been declared effective by the Commission, in each case, on or Commission prior to or on the 365th day after Effectiveness Deadline; or
(iii) subject to Section 4(b) hereof, the Issue Date, or (ii) if applicable, a Shelf Registration Statement has been is declared effective by the Commission but shall (A) during the Effectiveness Period thereafter cease ceases to be effective at any time or (other than because B) the Shelf Registration Statement or the Prospectus ceases to be usable in connection with resales of Securities during the periods specified herein and (1) the Company does not cause the Shelf Registration Statement to become effective within five Business Days after it has ceased to be effective by a post-effective amendment or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the sale Exchange Act; or (2) after the 60th consecutive day in any 90-day period or the 95th day in any 365-day period, as the case may be, of all any Suspension Period, the suspension referred to in Section 4(b)(i) hereof has not been terminated. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. Additional Interest shall accrue to each Record Holder on the Transfer Restricted Securities registered thereunder) (each such events a “from and including the day on which the Registration Default”)Default occurs up to but excluding the day on which the Registration Default has been cured, then additional interest (“Additional Interest”) shall accrue on the principal amount of the Initial Securities at a rate of 0.250.5% per annum on the amount of Transfer Restricted Securities (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such amount determined as described below); provided, however, Additional Interest continues to accrueon the Transfer Restricted Securities may not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided provided, further, however, that (1) upon the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) filing of the Shelf Registration as required hereunder (such Additional Interest to be calculated by PBF) commencing on (x) the 366th day after the Issue Date, in the case of clause (ia)(i) aboveof this Section 3), or (y2) upon the day such effectiveness of the Shelf Registration ceases to be effective, as required hereunder (in the case of clause (iia)(ii) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, this Section 3) or (3) upon the effectiveness of the applicable a Shelf Registration Statement which has not become, or had ceased to remain, effectiveremain effective (in the case of clause (a)(iii) of this Section 3), Additional Interest on the Initial Transfer Restricted Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding It is understood and agreed that, notwithstanding any other provisions of this Section 6provision to the contrary: (x) so long as any Transfer Restricted Security is then covered by an effective Shelf Registration Statement, the Company shall not be obligated to pay no Additional Interest provided in Section 6(a)(i)(B) shall accrue on such Transfer Restricted Security; and (a)(iiy) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) Additional Interest shall constitute liquidated damages and shall cease to accrue on any Transfer Restricted Security at the time the said security ceases to be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has Security.
(b) Notwithstanding anything to the contrary herein, a Holder will not furnished information to PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect under clause 2(a)(ii) above if such Holder has not provided all registration information to a Registration Default us as required in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities Section 2(d) at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant least five Business Days prior to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to effective date of the date the Registered Exchange Offer is consummated.
(b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if any subsequent amendment thereto (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where any period subsequent to 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 prior to the Company that would need next amendment in respect of which such information is provided to us). No Additional Interest will be described payable to Holders of Securities purchased in such transactions covered by the Shelf Registration Statement or previously sold in transactions exempt from the related prospectus and (ii) registration requirements of the Securities Act in the case of clause (y) of this Section 6(b), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such eventsaccordance with Rule 144.
(c) Any amounts The amount of Additional Interest due pursuant to Section 6(aTransfer Restricted Securities shall be determined as follows (x) above will be payable in cash on the regular interest payment dates with respect to the Initial Notes, the aggregate principal amount of all such Notes outstanding, (y) with respect to the Shares of Beneficial Interest into which the Notes have been converted, the aggregate number of such Shares of Beneficial Interest outstanding multiplied by the Conversion Price (as defined in the Indenture) at the time such Notes were converted, or, if no Notes are then outstanding, the last Conversion Price that was in effect under the Indenture when the Notes were last outstanding, and (z) with respect to combinations thereof, the sum of (x) and (y) for the relevant Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months) months and the denominator actual number of days on which is 360Additional Interest accrued during such period.
(d) Any accrued Additional Interest shall be paid in cash in arrears to Record Holders by the Company on each Interest Payment Date by way of a deposit of immediately available funds, sufficient to pay such accrued Additional Interest, with the Paying Agent. The Additional Interest set forth above shall be the exclusive monetary remedy available to the Holders of Transfer Restricted Securities for Registration Defaults.
Appears in 1 contract
Sources: Registration Rights Agreement (Mercer International Inc)
Additional Interest Under Certain Circumstances. (a) If Additional interest at a rate of 0.5% per annum of the principal amount of the Notes (i)(Athe "Additional Interest") shall be assessed as follows:
(i) if the Exchange Offer Registration Statement is not filed with the Commission by the Filing Deadline, then, commencing on the Filing Deadline, Additional Inter- est shall be assessed on the Notes;
(ii) if the Registered Exchange Offer is not com- pleted or a Shelf Registration is not declared effective by the Commission by the Completion Deadline, then, com- mencing on the Completion Deadline, Additional Interest shall be assessed on the Notes; and
(iii) if (A) the Company has not been consummated exchanged Exchange Notes for all the Notes validly tendered in accordance with the terms of the Registered Exchange Offer on or prior to 30 business days after the date on which the Exchange Offer Registration Statement was declared effective, or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th day after the Issue Date, or (ii) if applicable, a the Shelf Registration Statement has been declared effective but shall thereafter cease and it ceases to be effective at any time prior to three years (other than because of or such later date if such three-year period is extended pursuant to Section 3(j) above or such shorter period as is provided in Section 2(b)) from the sale of all of the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”)Issue Date, then additional interest (“Additional Interest”) Inter- est shall accrue be assessed on the principal amount of the Initial Securities at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by PBF) Notes commencing on (x) the 366th 31st business day after the Issue Date, such effective date in the case of clause (iA) above, or (y) the day such Shelf Registration State- ment ceases to be effective, effective in the case of clause (iiB) above; provided, however, that (1) upon the filing of the Exchange Offer Registration Statement or the Completion Deadline in the case of (i) above, (2) upon completion of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement in the case of (ii) above, or (3) upon the exchange of the Exchange Securities Notes for all Transfer Restricted Securities tenderedthe Notes validly tendered in accor- dance with the terms of the Registered Exchange Offer, or upon the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remainremain effective prior to three years (or such later date if extended pursuant to Section 3(j) above or such shorter period as is provided in Section 2(b)) from the date of origi- nal issuance of the Notes in the case of (iii) above, effective, Additional Addi- tional Interest on the Initial Securities in respect of which such events relate Notes as a result of such clause (or the relevant subclause thereofi), as the case may be, (ii) or (iii) shall immediately cease to accrue. Notwithstanding any other provisions of this Section 6, the Company shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated.
(b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events 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) of this Section 6(b), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events.
(c) Any amounts amount of Additional Interest due pursuant to clauses (i), (ii) or (iii) of Section 6(a) above will be payable in cash semiannually in arrears on each Interest Pay- ment Date (as defined in the regular interest payment dates Notes), commencing with respect the first such Interest Payment Date occurring after any such Additional Interest commences to the Initial Securitiesaccrue. The amount of Additional Interest Inter- est will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months) , and the denominator of which is 360.
(c) If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer provided that the Company has accepted all the Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ii) below a “Registration Default”):
(i) If (i)(A) the Registered Exchange Offer has not been consummated or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th 360th day after the Issue Date, or the Registered Exchange Offer is not consummated or
(ii) if applicable, a If after the Shelf Registration Statement has been is declared effective but shall thereafter cease to be effective at any (or becomes automatically) effective, and until the earliest of (A) two years after the Issue Date, (B) such time (other than because of the sale of as all of the Transfer Restricted applicable Securities registered thereunderhave been sold under the Shelf Registration Statement, or (C) (each the date upon which all Securities covered by such events a “Shelf Registration Default”)Statement become eligible for resale, then additional interest (“without regard to volume, manner of sale, or other restrictions contained in Rule 144, such Registration Statement ceases to be effective. Additional Interest”) Interest shall accrue on the principal amount of the Initial Securities of the relevant series, at a rate of 0.25% per annum (which for the first 90-day period, and such rate will be increased increase by an additional 0.25% per annum for with respect to each subsequent 90-day period that such Additional Interest continues to accrue; provided accrue (provided, that the rate at which such Additional Interest accrues may in no event exceed 1.001.0% per annum) (such Additional Interest to be calculated by PBF) commencing on (x) the 366th 361st day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of clause (ii) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tenderedtendered (in the case of clause (i) above), or upon the effectiveness of the applicable a Shelf Registration Statement which has not become, or that had ceased to remain, effectiveremain effective (in the case of clause (ii) above), Additional Interest on the such Initial Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the The Company shall not in no event be obligated required to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any more than one Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummatedgiven time.
(b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (xw) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or prospectus, (yx) 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, (y) the suspension of the effectiveness of such Registration Statement because of the existence of material events or developments with respect to the Company or any of its affiliates, the disclosure of which the Company determines in good faith would have a material adverse effect on its business, operations or prospects, or (z) the suspension of the effectiveness of such Registration Statement because the Company does not wish to disclose publicly a pending material business transaction that has not yet been publicly disclosed, and (ii) in the case of clause (y) of this Section 6(bx), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if (A) in the case of a Registration Default described in clause (i)(w), such Registration Default occurs for a continuous period in excess of 30 days and (B) in the case of a Registration Default described in (i)(x), (i)(y) or (i)(z), such Registration Default occurs for a period of more than 45 days in any three-month period or more than an aggregate of 90 days in any twelve-month period, then Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i) or (ii) of Section 6(a) above will be payable (a) with regard to the Senior Toggle Notes, in the form elected by the Company for payment of interest pursuant to the applicable Indenture and (b) with respect to the Senior Subordinated Notes, in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months) ), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Catalent USA Woodstock, Inc.)
Additional Interest Under Certain Circumstances. (a) If (i)(A) The Company, the Registered Exchange Offer has not been consummated or (B) a Shelf Registration Statement has not been declared effective by Guarantors, the Commission, in Purchasers and each case, on or prior to the 365th day after the Issue Date, or (ii) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective at any time (other than because Holder of the sale of all of the Transfer Restricted Securities registered thereunderagree by acquisition of such Securities that the Holders of Transfer Restricted Securities will suffer damages if a Registration Default (as defined below) (occurs and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company, the Guarantors, the Purchasers and each such events Holder of Transfer Restricted Securities agree that the following additional interest provisions shall constitute liquidated damages in the event of a “Registration Default”)” (as defined below) and shall constitute the sole remedy of the Purchasers and each Holder of Transfer Restricted Securities for any Registration Defaults.
(a) In accordance with the terms of the Securities, then additional interest (“Additional Interest”) with respect to the Securities and New Securities shall accrue 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) on or prior to the 90th day following the Issue Date neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission;
(ii) on or prior to the 180th day following the Issue Date ( the “Effectiveness Target Date”), neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective;
(iii) on or prior to 30 Business Days following the Effectiveness Target Date, the Registered Exchange Offer has not been consummated; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein. Each of the foregoing shall constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or the Guarantors or pursuant to operation of law or as a result of any action or inaction by the Commission; provided, however, that the Company and the Guarantors shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. Additional Interest shall be assessed on the principal amount of Securities or New Securities, from and including the Initial Securities date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults shall have been cured, at a rate of 0.25% $.05 per annum week per $1,000 of principal amount of notes held (which rate the “Additional Interest Amount”) for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Amount will be increased increase by an additional 0.25% $.05 per annum for week per $1,000 of principal amount of notes with respect to each subsequent 90-day period that such until all Registration Defaults have been cured, up to a maximum amount of Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by PBF) commencing on (x) the 366th day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Registration ceases to be effective, in the case of clause (ii) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness Registration Defaults of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effective, Additional Interest on the Initial Securities in respect $.25 per week per $1,000 of which such events relate as a result principal amount of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the Company shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummatednotes.
(b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events 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) of this Section 6(b), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will shall be payable in cash on the regular interest payment dates with respect paid to the Initial Securities. The amount Holders entitled thereto on June 1 and December 1 of Additional Interest will be determined by multiplying any given year as more fully set forth in the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months) Indenture and the denominator of which is 360Notes.
Appears in 1 contract
Sources: Registration Rights Agreement (American Tower Corp /Ma/)
Additional Interest Under Certain Circumstances. (a) If If:
(i)(Ai) on or prior to 60 days after (or if the 60th day is not a business day, the first business day thereafter) the Registered Issue Date, neither the Exchange Offer has not been consummated or (B) a Registration Statement nor the Shelf Registration Statement has not been declared effective by filed with the Commission, in each case, ; or
(ii) on or prior to 150 days after (or if the 365th 150th day after is not a business day, the first business day thereafter) the Issue Date, or (ii) if applicable, a neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective under the Securities Act; or
(iii) on or prior to 180 days after (or if the 180th day is not a business day, the first business day thereafter) the Issue Date, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective; or
(iv) the Shelf Registration Statement has not been filed with the Commission and declared effective under the Securities Act within 90 days after (or if the 90th day is not a business day, the first business day thereafter) the obligation to so file arises under clause (iii) or (iv) of the first sentence of Section 2 (but shall in any event not earlier than 180 days after the Issue Date); or
(v) after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective, (A) such Registration Statement thereafter cease ceases to be effective at any time or (other than because B) subject to the exceptions in Section 6(b), such Registration Statement or the related prospectus ceases to be usable in connection with resales of Securities in accordance with and during the sale of all of the Transfer Restricted Securities registered thereunder) periods specified herein (each such events event referred to in clauses (i), (ii), (iii), (iv) and (v) above a “"Registration Default”), then ") additional cash interest (“"Additional Interest”") shall will -------------------- ------------------- accrue on the principal amount of the Initial Securities at a the rate of 0.250.50% per annum (the "Additional ---------- Interest Rate"), from and including the date on which rate will be increased by an additional 0.25% per annum for each subsequent 90any such Registration ------------- Default shall occur to, but excluding, the next Semi-day period that such Additional Interest continues to accrue; provided that Annual Accrual Date (as defined in the rate which such Additional Interest accrues may in no event exceed 1.00% per annumIndenture) (calculated on the Accreted Value (as defined in the Indenture) on such Additional Interest Semi-Annual Accrual Date); and shall continue to be calculated by PBF) commencing on (x) the 366th day after the Issue accrue from and including such Semi-Annual Accrual Date, in and be payable on each successive Semi-Annual Accrual Date (calculated on the case Accreted Value on such Semi-Annual Accrual Date) to, but excluding, the earlier of clause (i) above, the date on which such Registration Default has been cured or (y) the day such Shelf Registration ceases to be effective, in the case of clause (ii) above; providedthe date on which all the Securities otherwise become freely transferable by Holders other than affiliates of Holdings without further registration under the Securities Act. Such interest is payable in cash in addition to any other interest payable from time to time with respect to the Securities on each Semi-Annual Accrual Date after any accrual of such interest to the Holders of record (as determined pursuant to the Indenture), howevernotwithstanding that cash interest may not otherwise be payable on Securities on each such date. Notwithstanding the foregoing, that upon (i) the exchange amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, (ii) a Holder of Securities who is not entitled to the benefits of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which (i.e., such Holder has not become, or had ceased elected to remain, effective, Additional Interest on the Initial Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the Company include information) shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a that pertains to the Shelf Registration Statement, and no (iii) a Holder of Securities constituting an unsold allotment from the original sale of the Securities or who was eligible otherwise is not entitled to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to participate in the Registered Exchange Offer shall not be entitled to receive any Additional Interest by reason of a Registration Default that would otherwise accrue subsequent pertains to the date Registered Exchange Offer. Payment of Additional Interest is the sole remedy available to Holders in the event the Company does not comply with the deadlines set forth herein with respect to the conduct of the Registered Exchange Offer is consummatedfor the Initial Securities or the registration of the Securities for resale under the Shelf Registration Statement.
(b) A Registration Default referred to in Section 6(a)(ii6(a)(v)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) of this Section 6(b), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 15 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above accrued will be payable in cash on the regular interest payment dates with respect to the Initial Securitieseach Semi-Annual Accrual Date. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount Accreted Value of the Initial SecuritiesSecurities on such Semi-Annual Accrual Date, multiplied by a fraction, the numerator of which is the number of days such the 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 (Telemundo Holding Inc)
Additional Interest Under Certain Circumstances. (a) If Interest in addition to the stated interest (i)(Athe "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iii) below being herein called a "Registration Default"):
(i) by the 150th day following the date of original issuance of the Securities, the Exchange Offer Registration Statement is not filed with the Commission; (ii) by the 180th day following the date of original issuance of the Securities, neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Registered Exchange Offer has not been consummated or (B) a Shelf Registration Statement has not been declared effective is filed with the Commission; or (iii) by the Commission210th day following the date of original issuance of the Securities, in each case, on the Exchange Offer is not consummated or prior to the 365th day after the Issue Date, or (ii) if applicable, a Shelf Registration Statement has been is not declared effective but shall thereafter cease to be effective at any time (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”)with respect thereto, then additional interest (“Additional Interest”) Interest shall accrue on the principal amount 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 0.25% per annum of the principal amount of such Securities for each Registration Default.
(which rate b) The aggregate amount of Additional Interest payable pursuant to the above provisions will be increased by an additional in no event exceed 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by PBF) commencing on (x) the 366th day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Registration ceases to be effective, in the case of clause (ii) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness principal amount of the applicable Shelf Registration Statement which has not becomeSecurities which, or had ceased to remainexcept as otherwise provided herein, effective, Additional Interest on the Initial Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the Company shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated.
(b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events 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) of this Section 6(b), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months) and the denominator of which is 360.such
Appears in 1 contract
Sources: Registration Agreement (Louis Dreyfus Natural Gas Corp)
Additional Interest Under Certain Circumstances. (a) If (i)(A) the Registered Exchange Offer has not been consummated or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th day after the Issue Date, or (ii) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective at any time (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Initial Securities at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day 90‑day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by PBF) commencing on (x) the 366th day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Registration ceases to be effective, in the case of clause (ii) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effective, Additional Interest on the Initial Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the Company shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated.
(b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events 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) of this Section 6(b), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months) and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ii) below a “Registration Default”):
(i) If (i)(A) the Registered Exchange Offer has not been consummated or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th 360th day after the Issue Date, or the Registered Exchange Offer is not consummated or
(ii) if applicable, a If after the Shelf Registration Statement has been is declared (or becomes automatically) effective but shall such Registration Statement thereafter cease ceases to be effective at any time (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such events during a “Registration Default”), then additional interest (“period during which it is required to be. Additional Interest”) Interest shall accrue on the principal amount of the Initial Securities Securities, at a rate of 0.25% per annum (which for the first 90-day period, and such rate will be increased increase by an additional 0.25% per annum for with respect to each subsequent 90-day period that such Additional Interest continues to accrue; provided accrue (provided, that the rate at which such Additional Interest accrues may in no event exceed 1.001.0% per annum) (such Additional Interest to be calculated by PBF) commencing on (x) the 366th 361st day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Registration Statement ceases to be effectiveeffective during a period during which it is required to be, in the case of (ii) above; provided, that upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (i) above), or upon the effectiveness of a Shelf Registration Statement that had ceased to remain effective (in the case of clause (ii) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effective), Additional Interest on the such Initial Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the The Company shall not in no event be obligated required to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any more than one Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummatedgiven time.
(b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (xw) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or prospectus, (yx) 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, (y) the suspension of the effectiveness of such Registration Statement because of the existence of material events or developments with respect to the Company or any of its affiliates, the disclosure of which the Company determines in good faith would have a material adverse effect on its business, operations or prospects, or (z) the suspension of the effectiveness of such Registration Statement because the Company does not wish to disclose publicly a pending material business transaction that has not yet been publicly disclosed, and (ii) in the case of clause (y) of this Section 6(bx), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if (A) in the case of a Registration Default described in clause (i)(w), such Registration Default occurs for a continuous period in excess of 30 days and (B) in the case of a Registration Default described in (i)(x), (i)(y) or (i)(z), such Registration Default occurs for a period of more than 45 days in any three-month period or more than an aggregate of 90 days in any twelve-month period, then Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i) or (ii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months) ), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Freescale Semiconductor Holdings I, Ltd.)
Additional Interest Under Certain Circumstances. (a) If Additional interest at a rate of 0.5% per annum of the principal amount of the Notes (i)(Athe "Additional Interest") shall be assessed as follows:
(i) if the Exchange Offer Registration Statement is not filed with the Commission by the earlier of 60 days after the Issue Date or the date of filing of a registration statement in respect of an initial public offering of common stock of the Company, then, commencing from and including the earlier of such dates, Additional Interest shall be assessed on the Notes;
(ii) if the Registered Exchange Offer is not completed and a Shelf Registration is not declared effective by the Commission by the Completion Deadline, then, commencing on the Completion Deadline, Additional Interest shall be assessed on the Notes; and
(iii) if (A) the Company has not been consummated exchanged Exchange Notes for all the Notes validly tendered in accordance with the terms of the Registered Exchange Offer on or prior to 30 business days after the date on which the Exchange Offer Registration Statement was declared effective, or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th day after the Issue Date, or (ii) if applicable, a the Shelf Registration Statement has been declared effective but shall thereafter cease and it ceases to be effective at any time prior to three years (other than because of or such later date if such three-year period is extended pursuant to Section 3(j) above or such shorter period as is provided in Section 2(b)) from the sale of all of the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”)Issue Date, then additional interest (“then, Additional Interest”) Interest shall accrue be assessed on the principal amount of the Initial Securities at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by PBF) Notes, commencing on (x) the 366th 31st business day after the Issue Date, such effective date in the case of clause (iA) above, or (y) the day such Shelf Registration Statement ceases to be effective, effective in the case of clause (iiB) above; provided, however, that (1) upon the filing of the Exchange Offer Registration Statement or the Completion Deadline in the case of (i) above, (2) upon completion of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement in the case of (ii) above, or (3) upon the exchange of the Exchange Securities Notes for all Transfer Restricted Securities tenderedthe Notes validly tendered in accordance with the terms of the Registered Exchange Offer, or upon the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effectiveremain effective prior to three years (or such later date if extended pursuant to Section 3(j) above or such shorter period as is provided in Section 2(b)) from the date of original issuance of the Notes in the case of (iii) above, Additional Interest on the Initial Securities in respect of which such events relate Notes as a result of such clause (or the relevant subclause thereofi), as the case may be, (ii) or (iii) shall immediately cease to accrue. Notwithstanding any other provisions of this Section 6, the Company shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated.
(b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events 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) of this Section 6(b), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events.
(c) Any amounts amount of Additional Interest due pursuant to clauses (i), (ii) or (iii) of Section 6(a) above will be payable in cash semiannually in arrears on each Interest Payment Date (as defined in the regular interest payment dates Notes), commencing with respect the first such Interest Payment Date occurring after any such Additional Interest commences to the Initial Securitiesaccrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (period, determined on the basis of a 360-day year comprised of twelve 30-day months) , and the denominator of which is 360.
(c) If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer provided that the Company has accepted all the Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer.
Appears in 1 contract
Sources: Registration Rights Agreement (Building Materials Corp of America)
Additional Interest Under Certain Circumstances. (a) If Additional interest at a rate of 0.5% per annum of the principal amount of the Notes (i)(Athe "Additional Interest") shall be assessed as follows:
(i) if the Registered Exchange Offer has not been consummated or (B) a Shelf Demand Registration Statement has is not been declared effective by the Commission, in each case, Commission on or prior to the 365th date that is 150 days after the receipt by the Issuers of a Demand Notice in respect of such Demand Registration, then commencing on the 151st day after the Issue Datereceipt of such Demand Notice, or Additional Interest shall be assessed on the Notes; and
(ii) if applicable, a Shelf Demand Registration Statement has been declared effective but shall thereafter cease and it ceases to be effective at any time (other than because prior to the earlier of the sale maturity date of the Notes or the disposition of all of the Transfer Restricted Securities Notes registered thereunder) (each such events a “Registration Default”), then additional interest (“Additional Interest”) Interest shall accrue be assessed on the principal amount of the Initial Securities at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by PBF) Notes commencing on (x) the 366th day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Demand Registration Statement ceases to be effective, in the case of clause (ii) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, or (1) upon the effectiveness of the applicable Shelf Demand Registration Statement in the case of (a)(i) above, or (2) upon the effectiveness of the Demand Registration Statement which has not become, or had ceased to remainremain effective prior to the earlier of the maturity date of the Notes or the disposition of all Notes registered thereunder, effectivein the case of (a)(ii) above, Additional Interest on the Initial Securities in respect of which such events relate Notes as a result of such clause (i) or the relevant subclause thereof), as the case may be, (ii) shall immediately cease to accrue. Notwithstanding any other provisions of this ."
(e) Section 6, the Company shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B6(b) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each Registration Rights Agreement is hereby amended by deleting the comma and any the words "or (iii)" from the second line thereof and adding the word "or" after the reference to "clause (i)" in the second line thereof. Section 6(c) of the Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF Rights Agreement is deleted in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummatedits entirety.
(bf) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events 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 (y7(b) of this Section 6(b), the Company Registration Rights Agreement is proceeding promptly hereby amended and restated in good faith its entirety to amend or supplement such Shelf Registration Statement and related prospectus to describe such events.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months) and the denominator of which is 360.read as follows:
Appears in 1 contract
Sources: Registration Rights Agreement (Building Materials Corp of America)
Additional Interest Under Certain Circumstances. (a) If Additional interest at a rate of 0.5 % per annum of the principal amount of the Notes (i)(Athe "Additional Interest") shall be assessed as follows:
(i) if the Exchange Offer Registration Statement is not filed with the Commission by 90 days after the Issue Date then, commencing from and including the earlier of such dates, Additional Interest shall be assessed on the Notes;
(ii) if the Registered Exchange Offer is not completed and a Shelf Registration is not declared effective by the Commission by the Completion Deadline, then, commencing on the Completion Deadline, Additional Interest shall be assessed on the Notes; and
(iii) if (A) the Company has not been consummated exchanged Exchange Notes for all the Notes validly tendered in accordance with the terms of the Registered Exchange Offer on or prior to 30 business days after the date on which the Exchange Offer Registration Statement was declared effective, or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th day after the Issue Date, or (ii) if applicable, a the Shelf Registration Statement has been declared effective but shall thereafter cease and it ceases to be effective at any time prior to two years (other than because of or such later date if such two-year period is extended pursuant to Section 30) above or such shorter period as is provided in Section 2(b)) from the sale of all of the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”)Issue Date, then additional interest (“then, Additional Interest”) Interest shall accrue be assessed on the principal amount of the Initial Securities at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by PBF) Notes, commencing on (x) the 366th 31st business day after the Issue Date, such effective date in the case of clause (iA) above, or (y) the day such Shelf Registration Statement ceases to be effective, effective in the case of clause (iiB) above; provided, however, that (1) upon the filing of the Exchange Offer Registration Statement or the Completion Deadline in the case of (i) above, (2) upon completion of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement in the case of (ii) above, or (3) upon the exchange of the Exchange Securities Notes for all Transfer Restricted Securities tenderedthe Notes validly tendered in accordance with the terms of the Registered Exchange Offer, or upon the effectiveness of the applicable Shelf Registration Statement which has not become, or had ceased to remain, effectiveremain effective prior to two years (or such later date if extended pursuant to Section 30) above or such shorter period as is provided in Section 2(b)) from the date of original issuance of the Notes in the case of (iii) above, Additional Interest on the Initial Securities in respect of which such events relate Notes as a result of such clause (or the relevant subclause thereofi), as the case may be, (ii) or (iii) shall immediately cease to accrue. Notwithstanding any other provisions of this Section 6, the Company shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated.
(b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events 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) of this Section 6(b), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events.
(c) Any amounts amount of Additional Interest due pursuant to clauses (i), (ii) or (iii) of Section 6(a) above will be payable in cash semiannually in arrears on each Interest Payment Date (as defined in the regular interest payment dates Notes), commencing with respect the first such Interest Payment Date occurring after any such Additional Interest commences to the Initial Securitiesaccrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (period, determined on the basis of a 360-day year comprised of twelve 30-day months) , and the denominator of which is 360.
(c) If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer provided that the Company has accepted all the Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer.
Appears in 1 contract
Sources: Registration Rights Agreement (Valassis Communications Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ii) below a “Registration Default”):
(i) If (i)(A) the Registered Exchange Offer has not been consummated or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th 360th day after the Issue Date, or the Registered Exchange Offer is not consummated or
(ii) if applicable, a If after the Shelf Registration Statement has been is declared (or becomes automatically) effective but shall such Registration Statement thereafter cease ceases to be effective at any time (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”)effective, then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Initial Securities of the relevant series, at a rate of 0.25% per annum (which for the first 90-day period, and such rate will be increased increase by an additional 0.25% per annum for with respect to each subsequent 90-day period that such Additional Interest continues to accrue; provided accrue (provided, that the rate at which such Additional Interest accrues may in no event exceed 1.001.0% per annum) (such Additional Interest to be calculated by PBF) commencing on (x) the 366th 361st day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of clause (ii) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tenderedtendered (in the case of clause (i) above), or upon the effectiveness of the applicable a Shelf Registration Statement which has not become, or that had ceased to remain, effectiveremain effective (in the case of clause (ii) above), Additional Interest on the such Initial Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 6, the The Company shall not in no event be obligated required to pay Additional Interest provided in Section 6(a)(i)(B) and (a)(ii) during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any more than one Registration Default pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF in accordance with Section 3(n) hereof shall be entitled to Additional Interest with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities at the time the Registered Exchange Offer was pending and consummated and failed to validly tender such Initial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummatedgiven time.
(b) A Registration Default referred to in Section 6(a)(ii6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (xw) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or prospectus, (yx) 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, (y) the suspension of the effectiveness of such Registration Statement because of the existence of material events or developments with respect to the Company or any of its affiliates, the disclosure of which the Company determines in good faith would have a material adverse effect on its business, operations or prospects, or (z) the suspension of the effectiveness of such Registration Statement because the Company does not wish to disclose publicly a pending material business transaction that has not yet been publicly disclosed, and (ii) in the case of clause (y) of this Section 6(bx), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if (A) in the case of a Registration Default described in clause (i)(w), such Registration Default occurs for a continuous period in excess of 30 days and (B) in the case of a Registration Default described in (i)(x), (i)(y) or (i)(z), such Registration Default occurs for a period of more than 45 days in any three-month period or more than an aggregate of 90 days in any twelve-month period, then Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i) or (ii) of Section 6(a) above will be payable (a) with regard to the Senior Toggle Notes, in the form elected by the Company for payment of interest pursuant to the applicable Indenture and (b) with respect to the other Notes, in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months) ), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Freescale Semiconductor Inc)