Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect): (i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4), Additional Interest on the Notes 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. (b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Nb Finance Corp), Purchase Agreement (Nb Finance Corp)
Additional Interest. (a) The Issuers and the Initial Purchasers agree Issuer agrees that the Holders of Registrable Notes will suffer damages if the Issuers fail Issuer fails to fulfill their its obligations under Section 2 or Section 3 8 hereof (except as a result of the failure of the Holders or any underwriters to fulfill their obligations hereunder) and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Issuer agrees to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Notes (“Additional Interest”"ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer a Demand Registration Statement nor the Initial Shelf Registration has not been filed on or prior to the its Demand Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change OfferDeadline, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, then commencing on the day after any such Demand Filing DateDeadline, Additional Interest shall accrue be accrued on the principal amount of Registrable Notes to be covered by such Demand Registration Statement over and above the Notes accrued interest at a rate of 0.50.25% per annum on the Accreted Value of such Registrable Notes for the first 90 days immediately following such applicable Demand Filing DateDeadline, and such Additional Interest rate shall increase increasing by an additional 0.50.25% per annum on the Accreted Value of such Registrable Notes at the beginning of each subsequent 90-day period; or;
(ii) if (A) neither the Exchange Offer such Demand Registration Statement nor the Initial Shelf Registration is has not been declared effective by the SEC on or prior to the such Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange OfferDate, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, then commencing on the day after such Effectiveness Date, Additional Interest shall accrue be accrued on the principal amount of Registrable Notes included in such Demand Registration Statement over and above the Notes accrued interest at a rate of 0.50.25% per annum on the Accreted Value of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase increasing by an additional 0.50.25% per annum on the Accreted Value of such Registrable Notes at the beginning of each subsequent 90-day period;
(iii) if a Demand Registration Statement has been declared effective and such Demand Registration Statement ceases to be effective at any time prior to the Termination Date, then Additional Interest shall be accrued on the Registrable Notes affected thereby over and above any other accrued interest at a rate of .25% per annum on the Accreted Value of such Notes for the first 90 days commencing on the day such Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional .25% per annum on the Accreted Value of such Demand Registrable Notes at the beginning of each such subsequent 90-day period;
(iv) if a preliminary Offering Memorandum has not been prepared in accordance with the provisions of Section 8 on or prior to its Offering Memorandum Deadline, then commencing on the day after such Offering Memorandum Deadline, Additional Interest shall be accrued on the Registrable Notes to be covered by the Rule 144A Resale proposed in such Rule 144A Notice over and above the accrued interest at a rate of .25% per annum on the Accreted Value of such Registrable Notes for the first 90 days immediately following such Offering Memorandum Deadline, such Additional Interest rate increasing by an additional .25% per annum on the Accreted Value of such Registrable Notes at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Date or (B) if applicablePROVIDED, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, howeverHOWEVER, that the Additional Interest rate on the Notes any Note may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annumannum on the Accreted Value of such Registrable Notes; providedPROVIDED, furtherFURTHER that Additional Interest shall not accrue if the failure of the Issuer to comply with its obligations hereunder is a result of the failure of the Holders or any underwriters to fulfill their obligations hereunder; and PROVIDED, howeverFURTHER, that (1) upon the filing of the applicable Exchange Offer a Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4above), (2) upon the effectiveness of the Exchange Offer a Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(Bii) above), (3) upon the effectiveness of this Sec- tion a substitute Registration Statement (in the case of (iii) above), or (4) upon the preparation of a preliminary Offering Memorandum in accordance with the provisions of Section 8 (except with respect to the requirement that such Offering Memorandum be prepared on or before the Offering Memorandum Deadline) (in the case of (iv) above), Additional Interest on the such Registrable Notes 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.
(b) The Issuers Issuer shall notify the Trustee within one business day Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”)paid. Any amounts of Additional Interest due pursuant to (a)(i), (a)(iiSection 3(a) or (a)(iii) of this Section 4 will be payable in cash semiannually accrue semi-annually on each August 1 July 1, and February January 1 (to the holders of record on the July 15 and January 15 immediately preceding such dateseach an "ADDITIONAL INTEREST PAYMENT DATE"), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months andmonths. On any Additional Interest Payment Date, to the extent any Additional Interest shall have accrued during the period from the previous Additional Interest Payment Date (the "INTEREST PERIOD") due to the occurrence during such Interest Period of an event described in Section 3(a), the Issuer shall issue a note or notes to the holders on the Additional Interest Payment Date substantially in the case form of a partial month, Exhibit A to the actual number Indenture. The Accreted Value of days elapsed), such notes shall be equal to the Additional Interest accrued during such Interest Period and shall otherwise have the denominator of which is 360same terms as the Notes.
Appears in 2 contracts
Sources: Registration Rights Agreement (Huntsman International Holdings LLC), Registration Rights Agreement (Huntsman International Holdings LLC)
Additional Interest. (a) The Issuers Issuer and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail Issuer fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Issuer agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date applicable thereto or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate the Ex- change Exchange Offer, the Issuers are Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, then commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 30 days immediately following each such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 9030-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate the Exchange Offer, the Issuers are Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to in respect of such Shelf Registration, then, commencing on the day after such the applicable Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 30 days immediately following the day after such Effectiveness Date, and the rate of such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 9030-day period; or
(iii) if (A) the Issuers have Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 180th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 30 days commencing on the (x) 226th 181st day after the such Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each such subsequent 9030-day periodperiod (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note that is the subject of a Shelf Notice is then covered by an effective Shelf Registration, no Additional Interest shall accrue or accumulate on such Notes); provided, however, that the rate of Additional Interest rate that shall accrue on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.01.50% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 44(a)), (2) upon the effectiveness of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 44(a)), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 44(a), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4Section 4(a)), Additional Interest on the Notes 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 accrueaccrue or accumulate, as the case may be.
(b) The Issuers Issuer shall notify the Trustee (who shall be acting under and protected by the terms of the Indenture) within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will shall be payable in cash semiannually on each August 1 March 30 and February 1 September 30 (to the holders of record on the July March 15 and January September 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable rate of Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such rate of Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Agreement (Flag Telecom Holdings LTD), Registration Agreement (Flag Telecom Holdings LTD)
Additional Interest. (a) The Issuers and the Initial Purchasers Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to payIssuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has not been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change OfferDate, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, then commencing on the day after any such the Filing Date, Additional Interest shall accrue on the principal amount of Notes over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days immediately following such applicable the Filing Date, and such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if the Exchange Registration Statement is not declared effective on or prior to the Effectiveness Date, then commencing on the day after the Effectiveness Date, Additional Interest shall increase accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 60th day after the date on which the Exchange Registration Statement is declared effective or (B) the Initial Shelf Registration, if required to be filed hereunder, is not declared effective on or prior to the 150th day after the Issue Date or (BC) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of Notes over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 60th day after the Issue Datedate on which the Exchange Registration Statement is declared effective, in the case of (A) or (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (BC) above, and such Additional Interest rate shall increase increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.01.5% per annum; provided, and provided further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4above), upon the effectiveness of the Initial Shelf Registration (in the case of (iii)(B) above) or upon the effectiveness of the applicable a Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(Biii)(C) of this Sec- tion 4above), Additional Interest on the Notes 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.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually semi-annually by wire transfer of immediately available funds or by federal funds check on each August 1 and February 1 regular interest payment date specified in the Indenture (to the holders Holders of record on the July 15 and January 15 regular record date therefor (specified in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to accrue, subject to Section 2.17 of the Indenture with respect to defaulted interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Purchase Agreement (Packaged Ice Inc), Registration Rights Agreement (Packaged Ice Inc)
Additional Interest. (a) The Issuers Each Issuer and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers fail any Issuer fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes Securities (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):below:
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable theretoDate, then, commencing on the 91st day after any such Filing the Issue Date, Additional Interest shall accrue on the principal amount of Notes over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days immediately following such applicable the Filing Date, and such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 151st day after the Issue Date, Additional Interest shall increase accrue on the Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Issuers have not exchanged Exchange Notes Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 195th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (unless all the Securities have been sold thereunder), then Additional Interest shall accrue (over and above any interest otherwise payable on the principal amount of the Notes such Securities) at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th the 196th day after the Issue DateDate with respect to the Securities validly tendered and not exchanged by the Issuers, in the case of (A) above, or (y) the day such Shelf the Exchange Registration Statement ceases to be effective in the case of (B) above, and or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate shall increase increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes any affected Security may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.01.00% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable a Shelf Registration as required hereunder (in the case of clause (i) above of this Section 44(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 44(a)), or (3) upon the exchange of the Exchange Notes Securities for all Notes Securities tendered and not validly withdrawn (in the case of clause (iii)(A) of this Section 44(a)), or upon the effectiveness of the applicable Shelf Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4Section 4(a)), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the Notes in respect of which such events relate affected Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Securities in cash semiannually semi-annually on each August February 1 and February August 1 (to the holders of record on the July January 15 and January July 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable NotesSecurities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Tokheim Corp), Registration Rights Agreement (Tokheim Corp)
Additional Interest. (a) The Issuers Company and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers fail Company fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Company agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes Registrable Securities (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effecteffect and shall not be duplicative):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of Registrable Securities over and above the Notes stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following such applicable the Filing Date, and such Additional Interest rate shall increase increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period; or;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of Registrable Securities included or which should have been included in such Registration Statement over and above the Notes stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following the day after such the Effectiveness Date, and such Additional Interest rate shall increase increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Issuers have Company has not exchanged Exchange Notes Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of Registrable Securities (over and above any interest otherwise payable on the Notes Registrable Securities) at a rate of 0.50.25% per annum for the first 90 days commencing on the (x) 226th 181st day after the Issue Date, in the case of (A) above, or (y) the day such Shelf the Exchange Registration Statement ceases to be effective in the case of (B) above, and or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate shall increase increasing by an additional 0.50.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes Registrable -------- ------- Securities may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or the applicable a Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes Securities for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Notes in respect of which such events relate Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Issuers Company shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of The Company shall pay the Additional Interest due pursuant on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to (a)(i), (a)(ii) or (a)(iii) pay the Additional Interest then due to Holders of this Section 4 will Registrable Securities. The Additional Interest due shall be payable in cash semiannually on each August 1 and February 1 (interest payment date to the holders record Holder of record Registrable Securities entitled to receive the interest payment to be made on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrueas set forth in the Indenture. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable NotesSecurities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 2 contracts
Sources: Registration Rights Agreement (Navistar International Corp /De/New), Registration Rights Agreement (Navistar International Corp /De/New)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 90th day after the Issue Date date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th 91st day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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 provision of this Section 4, the Issuers shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Issuers shall notify the Trustee within one business day Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August April 1 and February October 1 (to the holders of record on the July March 15 and January September 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Omega Healthcare Investors Inc), Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf RegistrationRegistration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 90th day after the Issue Date date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th 91st day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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 provision of this Section 4, the Issuers shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Issuers shall notify the Trustee within one business day Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 April 15 and February 1 October 15 (to the holders of record on the July 15 April 1 and January 15 October 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Omega Healthcare Investors Inc), Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. (a) The Issuers and the Initial Purchasers Guarantors acknowledge and agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):if:
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the an Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to 90th day following the date such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day periodRegistration was filed; or
(iiiii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 225th day 30th Business Day after the Issue Date date on which the Exchange Registration Statement was declared effective or (B) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest Interest”) shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the day following the Registration Default (x) 226th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to which rate will be effective in the case of (B) above, and such Additional Interest rate shall increase increased by an additional 0.500.25% per annum at the beginning of for each such subsequent 90-day periodperiod that such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) to but excluding the day on which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - and (iiiii) at any one time and at in no time shall event will Additional Interest accrue after the aggregate amount of additional interest accruing exceed Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable connection with a Shelf Registration in a timely manner and is therefore not named as required hereunder (a selling security holder in a Shelf Registration, the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased Holder will not be entitled to remain effective (in the case of (iii)(B) of this Sec- tion 4), receive any Additional Interest on with respect to its Notes; and (c) the Notes in Issuers and the Guarantors will have no other liabilities with 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 accrueany Registration Default.
(b) The Issuers shall notify the Trustee within one business day 5 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iiia)
(ii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record cash, on the July 15 dates and January 15 immediately preceding in the manner provided in the Indenture and whether or not any cash interest would then be payable on such dates)date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. .
(c) The amount of Representatives acknowledge and agree that the Issuers will not be required to pay Additional Interest will be determined by multiplying once the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360Notes become freely tradeable under Rule 144.
Appears in 2 contracts
Sources: Registration Rights Agreement (CyrusOne Inc.), Registration Rights Agreement (CyrusOne Inc.)
Additional Interest. (a) The Issuers Company and the Initial Purchasers agree each Guarantor acknowledges and agrees that the Holders of Entitled Securities will suffer damages if the Issuers fail Company or any Guarantor fails to fulfill their its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Guarantors agree to pay, jointly and severally, as liquidated damages, pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed Statement is declared effective by the Commission on or prior to the Filing Effectiveness Target Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change OfferShelf Effectiveness Target Date, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Dateas applicable, Additional Interest shall accrue on the principal amount of the Notes Entitled Securities outstanding over and above any stated interest at a rate of 0.500.25% per annum of the principal amount of such Notes for the first 90 days immediately following such applicable Filing the Effectiveness Target Date, and such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC not consummated on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Consummation Target Date, Additional Interest shall accrue on the principal amount of the Notes Entitled Securities outstanding over and above any stated interest at a rate of 0.500.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Exchange Consummation Target Date, and such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or;
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with Offer Registration Statement is declared effective by the terms of Commission and such Exchange Offer Registration Statement ceases to be effective or usable at any time prior to the time that the Exchange Offer on or prior to the 225th day after the Issue Date is consummated, or (B) if applicable, a Shelf Registration Statement has been declared effective by the Commission and such Shelf Registration Statement ceases to be effective or usable at any time during prior to the Effectiveness Periodfirst anniversary of its effective date (other than such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes Entitled Securities outstanding, over and above any stated interest, at a rate of 0.500.25% per annum for of the first 90 days principal amount of such Entitled Securities outstanding commencing on (y) the (x) 226th day after date the Issue DateExchange Offer Registration Statement ceases to be effective, in the case of clause (A) above, or (yz) the day such Shelf Registration Statement ceases to be effective effective, in the case of (B) above, and such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may will not accrue under more than one of the foregoing clauses (i), (ii) - and (iii) at any one time; and provided, further, that the maximum Additional Interest rate on the Entitled Securities outstanding may not exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.01.00% per annum; provided, provided further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Initial Shelf Registration Statement as required hereunder (in the case of clause (iii) of this Section 4above), or (32) upon the exchange consummation of the Exchange Notes for all Notes tendered Offer (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4), Additional Interest on the Notes 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.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.clause
Appears in 2 contracts
Sources: Registration Rights Agreement (Lantheus Medical Imaging, Inc.), Registration Rights Agreement (Lantheus MI Intermediate, Inc.)
Additional Interest. (a) The Issuers and the Initial Purchasers Guarantors acknowledge and agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):if:
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the an Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to 90th day following the date such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day periodRegistration was filed; or
(iiiii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 225th day 30th Business Day after the Issue Date date on which the Exchange Registration Statement was declared effective or (B) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest Interest”) shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the day following the Registration Default (x) 226th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to which rate will be effective in the case of (B) above, and such Additional Interest rate shall increase increased by an additional 0.500.25% per annum at the beginning of for each such subsequent 90-day periodperiod that such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) to but excluding the day on which the Registration Default has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - and (iiiii) at any one time and at in no time shall event will Additional Interest accrue after the aggregate amount of additional interest accruing exceed Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable connection with a Shelf Registration in a timely manner and is therefore not named as required hereunder (a selling security holder in a Shelf Registration, the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased Holder will not be entitled to remain effective (in the case of (iii)(B) of this Sec- tion 4), receive any Additional Interest on with respect to its Notes; and (c) the Notes in Issuers and the Guarantors will have no other liabilities with 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 accrueany Registration Default.
(b) The Issuers shall notify the Trustee within one business day 5 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iiia)(ii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record cash, on the July 15 dates and January 15 immediately preceding in the manner provided in the Indenture and whether or not any cash interest would then be payable on such dates)date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. .
(c) The amount of Representatives acknowledge and agree that the Issuers will not be required to pay Additional Interest will be determined by multiplying once the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360Notes become freely tradeable under Rule 144.
Appears in 2 contracts
Sources: Registration Rights Agreement (CyrusOne Inc.), Registration Rights Agreement (CyrusOne Inc.)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
If (i) if (A) neither by the Exchange Date the Exchange Offer Registration Statement nor the Initial Shelf Registration has not been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change OfferConsummated, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither by the Exchange Offer Registration Statement nor requisite time after the Initial Shelf Filing Deadline any Shelf Registration is Statement, if required hereby, has not been declared effective (or does not automatically become effective) by the SEC on Commission or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Date or (B) if applicable, a Shelf any Registration Statement required by this Agreement has been declared effective and such Shelf Registration (or automatically becomes effective) but ceases to be effective at any time at which it is required to be effective under this Agreement for more than 30 calendar days, excluding any Blackout Period or Exchange Offer Registration Statement Suspension Period (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Initial Securities shall be increased by 0.25% per annum during the Effectiveness Period, then Additional Interest 90-day period immediately following the occurrence of any Registration Default and shall accrue on the principal amount of the Notes at a rate of 0.50increase by 0.25% per annum for each subsequent 90-day period, in each case for the first 90 days commencing on period of occurrence of the Registration Default (xsuch increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. At the earlier of (A) 226th day after the Issue Datecure of all Registration Defaults relating to the particular Initial Securities (or, in the case of (Aa failure to Consummate the Exchange Offer by the Exchange Date, when the Exchange Offer is Consummated) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such the second anniversary of the Closing Date (plus additional time equal to any period when Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90is not paid during any Blackout Period, Exchange Offer Registration Statement Suspension Period, or 30-day periodperiod referred to in clause (iii) above), Additional Interest will cease to accrue and the interest rate on the Initial Securities will revert to the original rate; provided, however, that that, if after any reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Initial Securities shall again be increased pursuant to the foregoing provisions. In no event will Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) - and (iii) at any one time time. All obligations of the Company and at no time shall the aggregate amount of additional interest accruing exceed Guarantors set forth in the aggregate 1.0% per annum; provided, further, however, preceding paragraph that (1) upon are outstanding with respect to any Initial Security at the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4), Additional Interest on the Notes in respect of which time such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required security ceases to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant a Initial Security shall survive until such time as all such obligations with respect to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable such security shall have been satisfied in cash semiannually on each August 1 and February 1 (to the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360full.
Appears in 2 contracts
Sources: Registration Rights Agreement (Laredo Petroleum Holdings, Inc.), Registration Rights Agreement (Laredo Petroleum, Inc.)
Additional Interest. (a) The Issuers and the Initial Purchasers Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, each of the Issuers agree agrees to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after any such the Filing DateDate or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such applicable Filing Date45th day, and as the case may be, such Additional Interest rate shall increase increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC Commission on or prior to the applicable Effectiveness Date applicable to such Shelf RegistrationDate, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days immediately following the day after such the applicable Effectiveness Date, and such Additional Interest rate shall increase increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Issuers have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 180th day after the Issue Date Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (BC) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 181st day after the Issue Date, Date in the case of (A) above, above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, and such Additional Interest rate shall increase increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.01.50% per annum; provided, further, however, provided further that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable each Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4above), (2) upon the effectiveness of the Exchange Offer Registration Statement or each Shelf Registration, as the applicable Shelf Registration Statement as required hereunder case may be (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of the Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) of this Section 4), above) or upon the effectiveness of the applicable an Exchange Registration Statement or Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4and (C) above), Additional Interest on the any Registrable Notes in respect of which such events relate then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually semi-annually on each August 1 and February 1 regular interest payment date specified in the Indenture (to the holders Holders of Registrable Notes of record on the July 15 and January 15 regular record date therefor (as specified in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable NotesNotes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Affinity Group Holding, Inc.), Registration Rights Agreement (Affinity Group Inc)
Additional Interest. (a) The Issuers Issuer and the Initial Purchasers Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers fail Issuer fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Issuer agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has not been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change OfferDate, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, then commencing on the day after any such the Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.50% per annum of the principal amount of such Notes for the first 90 days immediately following such applicable the Filing Date, and such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if the Exchange Registration Statement is not declared effective on or prior to the Effectiveness Date, then commencing on the day after the Effectiveness Date, Additional Interest shall increase accrue on the Notes over and above any stated interest at a rate of 0.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Issuers have Issuer (and any then existing Subsidiary Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 45th day after the Issue date on which the Exchange Registration Statement is declared effective or (B) the Initial Shelf Registration, if required to be filed hereunder, is not declared effective on or prior to the Effectiveness Date or (BC) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.50% per annum of the principal amount of such Notes for the first 90 days commencing on the (x) 226th 60th day after the Issue Datedate on which the Exchange Registration Statement is declared effective, in the case of (A) or (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (BC) above, and such Additional Interest rate shall increase increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.02.0% per annum; provided, and provided further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4above), upon the effectiveness of the Initial Shelf Registration (in the case of (iii)(B) above) or upon the effectiveness of the applicable a Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(Biii)(C) of this Sec- tion 4above), Additional Interest on the Notes 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.
(b) The Issuers Issuer shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record semi-annually, on the July 15 dates and January 15 immediately preceding in the manner provided in the Indenture and whether or not any cash interest would then be payable on such dates)date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such semi-annual period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Indenture (Forman Petroleum Corp), Registration Rights Agreement (Forman Petroleum Corp)
Additional Interest. (a) The Issuers Company and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail Company fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Company agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date applicable thereto or (B) notwithstanding that the Issuers have Company has consummated or will consummate the Ex- change Exchange Offer, the Issuers are Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following each such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC Commission on or prior to the relevant Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have Company has consummated or will consummate the Exchange Offer, the Issuers are Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC Commission on or prior to the Effectiveness Date applicable to in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 180th day after following the Issue Date or (B) if applicable, a the Exchange Offer Registration Statement or the Shelf Registration has been is declared effective and such Shelf Registration but thereafter ceases to be effective at any time during the Effectiveness PeriodPeriod (except as permitted by Section 10(a) hereof) for a period of 15 consecutive days without being succeeded immediately by an additional Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, filed and declared effective, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 181st day after the Issue Date, in the case of (A) above, or (y) the 16th day after such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Exchange Offer Registration Statement or Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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.
(b) The Issuers Company shall notify the Trustee within one business day Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually semi-annually on each August 1 and February 1 the interest payment dates specified in the Indenture (to the holders of record on as specified in the July 15 and January 15 immediately preceding such datesIndenture), commencing with the first such interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (International Knife & Saw Inc), Registration Rights Agreement (Icn Pharmaceuticals Inc)
Additional Interest. (a) The Issuers Partnership, the Parent and the Initial Purchasers agree each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Issuers fail Partnership, the Parent or any Subsidiary Guarantor fails to fulfill their its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):if:
(i) if (A) neither the Exchange Offer Registration Statement nor is not filed with the Initial Shelf Registration has been filed SEC on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have Partnership has consummated or will consummate the Ex- change an Exchange Offer, the Issuers are Partnership is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later of the Filing Date applicable thereto, then, commencing on and 30 days after the day after any obligation to file such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day periodShelf Registration arises; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have Partnership has consummated or will consummate the an Exchange Offer, the Issuers are Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to 60th day following the date such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day periodRegistration was filed; or
(iii) if (A) the Issuers have Partnership has not exchanged the Notes for Exchange Notes Notes, for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day 30th Business Day after the Issue Date date on which the Exchange Registration Statement was declared effective or (B) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during prior to the Effectiveness Period; provided that the Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest Interest”) shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th day after following the Issue DateRegistration Default, in the case of (A) aboveand increasing to 1.00% thereafter, or (y) to but excluding the day such Shelf on which the Registration ceases to be effective in the case of (B) above, and such Default has been cured. Additional Interest rate shall increase by an will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such additional 0.50% per annum at the beginning of each such subsequent 90-day periodAdditional Interest begins to accrue; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iiii)-(iii) at any one time and at in no time shall event will Additional Interest accrue after the aggregate amount of additional interest accruing exceed Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable connection with a Shelf Registration in a timely manner and is therefore not named as required hereunder (a selling security holder in a Shelf Registration, the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased Holder will not be entitled to remain effective (in the case of (iii)(B) of this Sec- tion 4), receive any Additional Interest on with respect to its Notes; and (c) the Notes in Partnership and the Guarantors will have no other liabilities with 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 accrueany Registration Default.
(b) The Issuers Partnership shall notify the Trustee within one business day 3 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record cash, on the July 15 dates and January 15 immediately preceding in the manner provided in the Indenture and whether or not any cash interest would then be payable on such dates)date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Registration Rights Agreement (Tarantula Ventures LLC), Registration Rights Agreement (Dupont Fabros Technology, Inc.)
Additional Interest. (a) The Issuers and the Initial Purchasers parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages if the Issuers Company and the Guarantors fail to fulfill their obligations under Section 2 1 or Section 3 hereof 2, as applicable, and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
if (i) if (A) neither the Exchange Offer Registration Statement nor is not filed with the Initial Shelf Registration has been filed Commission on or prior to 90 days after the Filing Issue Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration Statement is not filed with the Commission on or prior to before the Filing Date applicable thereto, then, commencing on the day after any such Shelf Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 within 150 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Date or (B) if applicable, a the Shelf Registration has been Statement is not declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount within 90 days of the Notes at a rate of 0.50% per annum for Shelf Filing Date, (iii) the first 90 Registered Exchange Offer is not consummated on or prior to 180 days commencing on the (x) 226th day after the Issue Date, in the case of (A) above, or (yiv) the day such Shelf Registration ceases Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective in (at any time that the case of (BCompany and the Guarantors are obligated to maintain the effectiveness thereof) above, and such Additional Interest rate shall increase without being succeeded within 30 days by an additional 0.50% per annum at the beginning of Registration Statement filed and declared effective (each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing event referred to in clauses (i) - through (iii) at any iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one time and at no time shall the aggregate or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause Transfer Restricted Securities held by such Holder until (i) above of this Section 4)the applicable Registration Statement is filed, (2ii) upon the effectiveness of the Exchange Offer Registration Statement or is declared effective and the applicable Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), is declared effective or (3iv) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof)again becomes effective, as the case may be, shall cease which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue.
; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (bi) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs such Security has been exchanged for a freely transferable Exchange Security in respect the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which Additional Interest such Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be paid (an “Event Date”). Any amounts of Additional Interest due provided by it, if any, pursuant to (a)(iSection 4(n), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 2 contracts
Sources: Purchase Agreement (Birchwood Manor Inc), Registration Rights Agreement (Healthcare Construction Corp)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes Securities (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effectwithout duplication):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been filed on or prior to 120 days after the Filing Issue Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of Securities over and above the Notes stated interest at a rate of 0.500.5% per annum for the first 90 days immediately following such applicable the Filing Date, and such Additional Interest rate shall increase increasing by an additional 0.500.5% per annum at the beginning of each subsequent 90-day period; or;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement is declared effective by the SEC on or prior to 210 days after the Effectiveness Issue Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to the Effectiveness Date applicable to 90th day following the date such Shelf RegistrationRegistration Statement was filed, then, commencing on the day after such Effectiveness Daterequired effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.5% per annum for the first 90 days immediately following the day after each such Effectiveness Datefiling date, and such Additional Interest rate shall increase increasing by an additional 0.500.5% per annum at the beginning of each subsequent 90-day period; orand
(iii) if either (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 240th day after the Issue Date date on which the Exchange Offer Registration Statement was declared effective; provided, however, that if such 240th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during prior to the Effectiveness Periodsecond anniversary of the Issue Date (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.5% per annum for the first 90 days commencing on the (x) 226th the 241st day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective effective, in the case of (B) above, and such Additional Interest rate shall increase increasing by an additional 0.500.5% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes Securities may not accrue under more than one of the foregoing clauses (i) - through (iii) of this Section 4(a) at any one the same time and at no time shall the aggregate amount of additional interest Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable a Shelf Registration as required hereunder Statement (in the case of clause (i) above of this Section 44(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 44(a)), or (3) upon the exchange of the Exchange Notes Securities for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 44(a)), or upon the effectiveness of the applicable Shelf Registration Statement which that had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4Section 4(a)), Additional Interest on the Notes in respect of which such events relate Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually semi-annually on each August May 1 and February 1 November 1, commencing November 1, 2007, (to the holders of record on the July April 15 and January October 15 immediately preceding such dates), the same original interest dates as the Securities, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable NotesSecurities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised consisting of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), ) and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):below:
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable theretoDate, then, commencing on the 121st day after any such Filing the Issue Date, Additional Interest shall accrue on the principal amount of Notes over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days immediately following such applicable the Filing Date, and such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 181st day after the Issue Date, Additional Interest shall increase accrue on the Notes included or that should have been included in such Registration Statement over and 12 -11- above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Issuers have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue (over and above any interest otherwise payable on the principal amount of the Notes such Notes) at a rate of 0.50% per annum for the first 90 days commencing on the (x) the 226th day after the Issue DateDate with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (y) the day such Shelf the Exchange Registration Statement ceases to be effective in the case of (B) above, and or (z) the day such Shelf Registration ceases to be effective, in the case of (C) above, such Additional Interest rate shall increase increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; providedperiod (it being understood and agreed that, howevernotwithstanding any provision to the contrary, so long as any Note that is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest rate shall accrue on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4such Note), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4), Additional Interest on the Notes 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.;
(b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will shall be payable to the Holders of affected Notes as of the relevant record date in cash semiannually on each August 1 and February 1 (to the holders of record semi-annually on the July 15 and January 15 immediately preceding such dates), same original interest payment dates as the Notes (as set forth in the Indenture) commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable NotesNotes of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Amcast Radio Sales Inc)
Additional Interest. (a) The Issuers Company and the Initial Purchasers agree that the Holders of Notes will suffer damages if the Issuers fail Company fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Company agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither either the Exchange Offer Registration Statement nor or the Initial Shelf Registration Statement has not been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that unless, with respect to the Issuers have consummated or will consummate the Ex- change OfferExchange Offer Registration Statement, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or Event described in Section 2(c)(i) shall have occurred prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date), Additional Interest shall accrue on the Notes over and above the stated interest on the principal amount of the Notes at a rate of 0.50% per annum equal to 50 basis points for the first 90 days (or any part thereof) immediately following such applicable Filing Datedate, and such Additional Interest rate shall increase increasing by an additional 0.50% per annum at the beginning of 50 basis points for each subsequent 90-day period; orperiod (or any part thereof);
(ii) if (A) neither either the Exchange Offer Registration Statement nor or the Initial Shelf Registration Statement is not declared effective by the SEC Commission on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate unless, with respect to the Exchange OfferOffer Registration Statement, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness DateEvent described in Section 2(c)(i) shall have occurred), Additional Interest shall accrue on the Notes included or which should have been included in such Registration Statement over and above the stated interest on the principal amount of the Notes at a rate of 0.50% per annum equal 7 to 50 basis points for the first 90 days (or any part thereof) immediately following the day after such Effectiveness Datedate, and such Additional Interest rate shall increase increasing by an additional 0.50% per annum at the beginning of 50 basis points for each subsequent 90-day periodperiod (or any part thereof); orand
(iii) if (A) the Issuers have Company has not exchanged Exchange Notes Securities for all Notes validly tendered and not withdrawn in accordance with the terms of the Exchange Offer on or prior to the 225th fifth day after the Issue Date Expiration Date, or (B) the Exchange Offer Registration Statement ceases to be effective at any time prior to the Expiration Date, or (C) if applicable, a any Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Notes (over and above any interest otherwise payable on principal amount of the Notes Notes) at a rate of 0.50% per annum equal to 50 basis points for the first 90 days (or any part thereof) commencing on the (x) 226th the sixth day after the Issue Expiration Date, in the case of (A) above, or (y) the day such Shelf the Exchange Offer Registration Statement ceases to be effective in the case of (B) above, and or (z) the day such Shelf Registration Statement ceases to be effective in the case of (C) above, such Additional Interest rate shall increase increasing by an additional 0.50% per annum at the beginning of 50 basis points for each such subsequent 90-day periodperiod (or any part thereof); provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum150 basis points; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable a Shelf Registration Statement as required hereunder (in the case of clause (i) above of this Section 44(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 44(a), ) or (3) upon the exchange of the Exchange Notes Securities for all Notes validly tendered and not withdrawn (in the case of clause (iii)(A) of this Section 44(a)), or upon the effectiveness of the applicable Exchange Offer Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(Biii)(C) of this Sec- tion 4Section 4(a)), Additional Interest on the Notes 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 accrueaccrue (but any accrued amount shall be payable).
(b) The Issuers Company shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of The Company shall pay the Additional Interest due pursuant on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to (a)(i), (a)(ii) or (a)(iii) pay the Additional Interest then due to Holders of Registrable Securities. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. Any accrued Additional Interest amount shall be due and payable on each interest payment date immediately after the applicable Event Date to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture. The parties hereto agree that the Additional Interest provided for in this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Notes, multiplied Securities by a fraction, reason of the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis failure of a 360 day year comprised of twelve 30 day months andShelf Registration Statement or Exchange Offer Registration Statement to be filed or declared effective, or a Shelf Registration Statement to remain effective, as the case may be, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Hermes Europe Railtel B V)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to payIssuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Notes Registrable Securities (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effecteffect and shall not be duplicative except as otherwise provided below):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of Registrable Securities over and above the Notes stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following such applicable the Filing Date, and such Additional Interest rate shall increase increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period; or;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of Registrable Securities included or which should have been included in such Registration Statement over and above the Notes stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following the day after such the Effectiveness Date, and such Additional Interest rate shall increase increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Issuers have Company has not exchanged Exchange Notes Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of Registrable Securities (over and above the Notes stated interest rate otherwise payable on the Registrable Securities) at a rate of 0.50.25% per annum for the first 90 days commencing on the (x) 226th 151st day after the Issue Date, in the case of (A) above, or (y) the day such Shelf the Exchange Registration Statement ceases to be effective in the case of (B) above, and or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate shall increase increasing by an additional 0.50.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes Registrable Securities may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable a Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes Securities for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Notes in respect of which such events relate Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It is understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement (regardless of whether a Blocking Period is in effect), no Additional Interest shall accrue on such Registrable Security.
(b) The Issuers Company shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of The Issuers shall pay the Additional Interest due pursuant on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to (a)(i), (a)(ii) or (a)(iii) pay the Additional Interest then due to Holders of this Section 4 will Registrable Securities. The Additional Interest amount due shall be payable in cash semiannually on each August 1 and February 1 (such date to the holders record Holder of record Registrable Securities on the July 15 and January 15 or July 15, as the case may be, immediately preceding such datessemi-annual interest payment date (or the calendar date which would be a semi-annual interest payment date if cash interest were then payable on the Registrable Securities), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable NotesSecurities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsedelapsed including the first day but excluding the last day of such period), and and, the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, an Exchange Offer to be consummated or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Triton PCS Holdings Inc)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Company agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following each such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 45th day after the Issue Date date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 46th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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.
(b) The Issuers Company shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 January 15 and February 1 July 15 (to the holders of record on the January 1 and July 15 and January 15 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Safety Components Fabric Technologies Inc)
Additional Interest. (a) The Issuers and the Initial Purchasers parties hereto agree that the Holders ------------------- of Transfer Restricted Securities will suffer damages if the Issuers Issuer and the Guarantors fail to fulfill their obligations under Section 2 1 or Section 3 hereof 2, as applicable, and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
if (i) if (A) neither the Exchange Offer Registration Statement nor is not filed with the Initial Shelf Registration has been filed Commission on or prior to 120 days after the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Issue Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 within 150 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th day after the Issue Date, in (iii) the case of Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Date, (Aiv) abovethe Shelf Registration Statement is not filed with the Commission on or by the Shelf Filing Deadline and/or declared effective within 120 days after the Shelf Filing Deadline, or (yv) the day such Shelf Registration ceases Statement is filed by the date of the Shelf Filing Deadline and declared effective within 120 days after the Shelf Filing Deadline but shall thereafter cease to be effective in (at any time that the case of (BIssuer and the Guarantors are obligated to maintain the effectiveness thereof) above, and such Additional Interest rate shall increase without being succeeded within 30 days by an additional 0.50% per annum at the beginning of Registration Statement filed and declared effective (each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing event referred to in clauses (i) - through (iii) at any v), a "Registration Default"), the Issuer and the Guarantors will -------------------- jointly and severally be obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one time and at no time shall the aggregate or more such Registration Defaults, in an amount equal to $ 0.192 per week per $1,000 principal amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause Transfer Restricted Securities held by such Holder until (i) above of this Section 4)the applicable Registration Statement is filed, (2ii) upon the effectiveness of the Exchange Offer Registration Statement or is declared effective and the applicable Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), is declared effective or (3iv) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof)again becomes effective, as the case may be. Following the cure of all Registration Defaults, shall cease the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" ------------------------------ means each Security until the earliest to accrue.
occur of (bi) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs such Security has been exchanged for a freely transferable Exchange Security in respect the Registered Exchange Offer, (ii) the date on which it has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which Additional Interest it is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), neither the Issuer nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be paid (an “Event Date”). Any amounts of Additional Interest due provided by it, if any, pursuant to (a)(iSection 4(n), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Hanover Compressor Co /)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, pay additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 180th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes which are required to be registered under the applicable Exchange Offer Registration Statement or Shelf Registration Statement at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th 180th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - to and including (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), ) or (3) upon the exchange of the Exchange Notes for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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 provision of this Section 4, the Company shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof. Each reference in this Indenture to payment of interest due with respect to any Note includes payment of any Additional Interest due with respect thereto.
(b) The Issuers shall notify the Trustee within one business day Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash cash, in each case, semiannually on each August 1 January 15 and February 1 July 15 (to the holders of record on the January 1 and July 15 and January 15 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Heritage Property Investment Limited Partnership)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders of Securities will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers jointly and severally agree to pay, jointly and severally, as liquidated damagesdamages and as set forth in the Indenture and the Notes, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effectsuch event referred to in clauses (i) through (v) below, a "Registration Default"):
(i) if (A) neither the Exchange Offer Registration Statement nor has not been filed with the Initial SEC on or prior to the Filing Date;
(ii) if the Exchange Offer Registration Statement has not been declared effective on or prior to the Effectiveness Date;
(iii) if the Exchange Offer has not been consummated within 240 days after the Issue Date;
(iv) if the Shelf Registration has not been filed on or prior to the Shelf Filing Date applicable thereto or (B) notwithstanding that declared effective within 150 days following the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount delivery of the Notes at a rate of 0.50% per annum for Shelf Notice, as the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day periodcase may be; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iiiv) if (A) the Issuers have not exchanged Exchange Notes Offer Registration Statement has been declared effective but ceases to be effective for all Notes validly tendered in accordance a period of 15 consecutive days without being succeeded immediately by any additional Registration Statement filed with the terms of SEC and declared effective at any time prior to the time that the Exchange Offer on or prior to the 225th day after the Issue Date is consummated or (B) if applicable, a the Shelf Registration or any Subsequent Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod for a period of 15 consecutive days without being succeeded immediately by any additional Registration Statement filed and declared effective, then Additional Interest shall accrue on the principal amount of Notes over and above the interest rate then applicable to the Notes on each day during the first 90-day period immediately following the occurrence of such Registration Default, at a rate equal to 25 basis points (0.25%) per annum. The amount of 0.50% per annum for the first 90 days commencing on the (x) 226th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall will increase by an additional 0.50% 25 basis points (0.25%) per annum at the beginning of during each such subsequent 90-day period; period until the applicable Registration Statement is filed, the applicable Registration Statement is declared effective, the Exchange Offer is consummated or the applicable Registration Statement again becomes effective, as the case may be, provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of exceed 100 basis points (1.00%) per annum and, accordingly, the foregoing clauses (i) - (iii) at any one time maximum interest rate on the Notes may not exceed 12%; and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4above), or (3) upon the exchange consummation of the Exchange Notes for all Notes tendered Offer (in the case of clause (iii)(Aiii) of this Section 4above), (4) upon the filing of the Shelf Registration or upon the effectiveness of a Shelf Registration, as applicable (in the applicable Shelf case of (iv) above), or (5) upon the effectiveness of the Exchange Offer Registration Statement which had ceased to remain effective (in the case of (iii)(Bv)(A) of this Sec- tion 4above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(B) above), the interest rate borne by the Notes, including Additional Interest, will be reduced by the amount of Additional Interest on the Notes in respect of which such events relate as a result of such clause (i), (ii), (iii), (iv) or (v) (or the relevant subclause thereof), as the case may be. Notwithstanding the foregoing, the Issuers shall cease not be required to accruepay such Additional Interest with respect to the Registrable Securities held by a Holder if the applicable Registration Default arises from the failure of the Issuers to file, or cause to become effective, a Shelf Registration Statement within the time periods specified in this Section 4 by reason of the failure of such Holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any Prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the NASD or the SEC may request in connection with such Shelf Registration Statement or (iii) is required to comply with the agreements of such Holder contained in the penultimate paragraph of Section 5 to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective.
(b) The Issuers Company shall notify the Trustee within one business day three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid Registration Default (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(ii), (a)(iiii), (iii), (iv) or (a)(iiiv) of this Section 4 4(a) hereof will be payable in cash semiannually semi-annually on each August 1 March 15 and February 1 September 15 (to the holders of record on the July 15 March 1 and January 15 September 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes making up the Registrable NotesSecurities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Radnor Holdings Corp)
Additional Interest. (a) The Issuers Company and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail Company fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Company agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have Company has consummated or will consummate the Ex- change Exchange Offer, the Issuers are Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have Company has consummated or will consummate the Exchange Offer, the Issuers are Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 210th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time on or after the Effectiveness Date and during the Effectiveness PeriodPeriod (other than during any Blackout Period relating to such Shelf Registration), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 211th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annumannum and (b) Additional Interest shall not accrue under clause (iii) (B) above during the continuation of a Blackout Period; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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.
(b) The Issuers Company shall notify the Trustee within one business day Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August June 1 and February December 1 (to the holders of record on the July May 15 and January November 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day 360day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Omnova Solutions Inc)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Company agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following each such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 45th day after the Issue Date date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 46th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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.
(b) The Issuers Company shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August June 1 and February December 1 (to the holders of record on the July May 15 and January November 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Magnum Hunter Resources Inc)
Additional Interest. (a) The Issuers and In the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):event that:
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial a Shelf Registration has been Statement is filed with the Commission on or prior to the Filing 150th day after the Issue Date applicable thereto or (B) notwithstanding that the Issuers Company and the Issuer Trust have consummated or will consummate the Ex- change an Exchange Offer, the Issuers Company and the Issuer Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the Filing Date applicable theretodate required by Section 2(b) hereof, then, then commencing on the day after any such Filing Datethe applicable required filing date, Additional Interest liquidated damages shall accrue on the principal amount of the Notes Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and additional Distributions shall accumulate on the liquidation amount of the Capital Securities and, if the Exchange Offer has been consummated, the New Capital Securities, each at a rate of 0.500.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day periodannum; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial a Shelf Registration Statement is declared effective by the SEC Commission on or prior to the Effectiveness 180th day after the Issue Date applicable thereto or (B) notwithstanding that the Issuers Company and the Issuer Trust have consummated or will consummate the an Exchange Offer, the Issuers Company and the Issuer Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC Commission on or prior to the Effectiveness Date applicable to 30th day after the date such Shelf RegistrationRegistration Statement was required to be filed, then, commencing on the 181st day after such Effectiveness the Issue Date, Additional Interest liquidated damages shall accrue on the principal amount of the Notes Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and additional Distributions shall accumulate on the liquidation amount of the Capital Securities and, if the Exchange Offer has been consummated, the New Capital Securities, each at a rate of 0.500.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day periodannum; or
(iii) if (A) the Issuers have Issuer Trust has not exchanged Exchange Notes New Capital Securities for all Notes Capital Securities validly tendered for exchange by their respective Holders or the Company has not exchanged the New Guarantee or New Junior Subordinated Debentures for the Guarantee or Junior Subordinated Debentures validly tendered, in accordance with the terms of the Exchange Offer on or prior to the 225th 30th day after the Issue Date date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, a the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during prior to the Effectiveness Periodexpiration of the Rule 144(k) Period (other than after such time as all Capital Securities have been disposed of thereunder or otherwise cease to be Registrable Securities), then Additional Interest liquidated damages shall accrue on the principal amount of the Notes Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and additional Distributions shall accumulate on the liquidation amount of the Capital Securities and, if the Exchange Offer has been consummated, the New Capital Securities, each at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th the 31st day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that neither the Additional Interest liquidated damages on the Junior Subordinated Debentures and any outstanding New Junior Subordinated Debentures, nor the additional distribution rate on the Notes may not accrue under more than one liquidation amount of the foregoing clauses (i) - (iii) at Capital Securities and any one time and at no time shall the aggregate amount of additional interest accruing outstanding New Capital Securities, may exceed in the aggregate 1.00.25% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable a Shelf Registration as required hereunder Statement (in the case of clause (i) above of this Section 4above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable a Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of New Capital Securities, the Exchange Notes New Guarantee and New Junior Subordinated Debentures for all Notes Capital Securities, the Guarantee and all Junior Subordinated Debentures tendered (in the case of clause (iii)(A) of this Section 4above), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Sec- tion 4), Additional Interest above) liquidated damages on the Notes in respect Junior Subordinated Debentures and any outstanding New Junior Subordinated Debentures, and additional distributions on the liquidation amount of which such events relate the Capital Securities and any outstanding New Capital Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day after each accrue and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”)accumulate. Any amounts of Additional Interest liquidated damages and additional distributions due pursuant to (a)(iSection 2(e)(i), (a)(iiii) or (a)(iiiiii) of this Section 4 above ("Liquidated Damages"), will be payable in cash semiannually on each August the next succeeding March 1 or September 1, as the case may be, to Holders on the relevant record dates for the payment of interest and February 1 (distributions pursuant to the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), Indenture and the denominator of which is 360Trust Agreement, respectively.
Appears in 1 contract
Sources: Registration Rights Agreement (FCB Nc Capital Trust I)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, each of the Issuers agree agrees to pay, jointly and severally, as liquidated damages, additional cash interest, whether or not cash interest is otherwise payable on the Registrable Notes pursuant to the terms of the Indenture, on the Registrable Notes (“"Additional Interest”") under the circumstances and to the extent set forth ------------------- below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto75th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after any such the Filing DateDate or, in the case of subclause (B), commencing on the 76th day following delivery of the Shelf Notice, Additional Interest shall accrue on the principal amount average Accreted Value (as defined in the Indenture) during the period of the Registrable Notes at a rate of 0.50% per annum of such average Accreted Value for the first 90 days immediately following the Filing Date or such applicable Filing Date75th day, and as the case may be, such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum of such average Accreted Value at the beginning of each subsequent 90-day period; or;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC Commission on or prior to the Effectiveness Date applicable to such Shelf RegistrationDate, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the principal amount average Accreted Value during the period of the Registrable Notes at a rate of 0.50% per annum of such average Accreted Value for the first 90 days immediately following the day after such the applicable Effectiveness Date, and such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum of such average Accreted Value at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day 35 days after the Issue Date date on which the Exchange Registration Statement was declared effective, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (BC) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount average Accreted Value during the period of the Registrable Notes at a rate of 0.50% per annum of such average Accreted Value for the first 90 days commencing on the (x) 226th 36th day after the Issue Date, such effective date in the case of (A) above, above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, and such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum of such average Accreted Value at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Notes -------- ------- may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.02.0% per annumannum of the average Accreted Value of the Registrable Notes during the interest payment periods in which such Additional Interest shall accrue; provided, further, however, provided further that (1) upon the filing of -------- ------- the applicable Exchange Offer Registration Statement or the applicable each Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4above), (2) upon the effectiveness of the Exchange Offer Registration Statement or each Shelf Registration, as the applicable Shelf Registration Statement as required hereunder case may be (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of the Exchange Notes for all Registrable Notes validly tendered (in the case of clause (iii)(A) of this Section 4), above) or upon the effectiveness of the applicable an Exchange Registration Statement or Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4and (C) above), Additional Interest on the any Registrable Notes in respect of which such events relate then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of ---------- Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually semi-annually on each August 1 March 15 and February 1 September 15 (to the holders Holders of Registrable Notes of record on the July 15 March 1 and January 15 September 1 immediately preceding such dates), commencing with the first such payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount applicable average Accreted Value of the Registrable NotesNotes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Muzak Holdings Finance Corp)
Additional Interest. (a) The Issuers Company and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers fail Company fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Company agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes Registrable Securities (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effecteffect and shall not be duplicative):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of Registrable Securities over and above the Notes stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following such applicable the Filing Date, and such Additional Interest rate shall increase increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period; or;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue be accrued on the principal amount of Registrable Securities included or which should have been included in such Registration Statement over and above the Notes stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following the day after such the Effectiveness Date, and such Additional Interest rate shall increase increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Issuers have Company has not exchanged Exchange Notes Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue be accrued on the principal amount of Registrable Securities (over and above any interest otherwise payable on the Notes Registrable Securities) at a rate of 0.50.25% per annum for the first 90 days commencing on the (x) 226th 166th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf the Exchange Registration Statement ceases to be effective in the case of (B) above, and or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate shall increase increasing by an additional 0.50.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes Registrable -------- ------- Securities may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration -------- ------- Statement or the applicable a Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes Securities for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Notes in respect of which such events relate Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Issuers Company shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of The Company shall pay the Additional Interest due pursuant on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to (a)(i), (a)(ii) or (a)(iii) pay the Additional Interest then due to Holders of this Section 4 will Registrable Securities. The Additional Interest amount due shall be payable in cash semiannually on each August 1 and February 1 (interest payment date to the holders record Holder of record Registrable Securities entitled to receive the interest payment to be made on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrueas set forth in the Indenture. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable NotesSecurities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and and, the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Pen Tab Industries Inc)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severallythat, as liquidated damages, additional the interest rate on the Notes will increase (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-90 day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-90 day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 300th day after the Issue Date Date; provided, however, that if such 300th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day; or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at or usable by the Holders for any time reason for 30 days in the aggregate in any consecutive twelve-month period during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th 300th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective or usable in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each such subsequent 90-90 day period; provided, however, that (1) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iiii)-(iii) at any one time and at no time shall the aggregate amount of additional interest Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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 provision of this Section 4, the Issuers shall not be obligated to pay Additional Interest required by Section 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during any delay or suspension of the effectiveness of a Shelf Registration pursuant to Section 4(d).
(b) The Issuers shall notify the Trustee within one business day three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iiia) of this Section 4 will be payable in cash semiannually on each August February 1 and February August 1 (to the holders of record on the July January 15 and January July 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. No Additional Interest shall accrue with respect to Notes that are not Registrable Notes.
Appears in 1 contract
Sources: Registration Rights Agreement (Total Gas & Electricity (PA) Inc)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
If (i) if (A) neither by the Exchange Date the Exchange Offer Registration Statement nor the Initial Shelf Registration has not been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change OfferConsummated, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither by the Exchange Offer Registration Statement nor requisite time after the Initial Shelf Filing Deadline any Shelf Registration is Statement, if required hereby, has not been declared effective (or does not automatically become effective) by the SEC on Commission or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Date or (B) if applicable, a Shelf any Registration Statement required by this Agreement has been declared effective and such Shelf Registration (or automatically becomes effective) but ceases to be effective at any time at which it is required to be effective under this Agreement for more than 30 calendar days, excluding any Blackout Period or Exchange Offer Registration Statement Suspension Period (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Initial Securities shall be increased by 0.25% per annum during the Effectiveness Period, then Additional Interest 90-day period immediately following the occurrence of any Registration Default and shall accrue on the principal amount of the Notes at a rate of 0.50increase by 0.25% per annum for each subsequent 90-day period, in each case for the first 90 days commencing on period of occurrence of the Registration Default (xsuch increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. At the earlier of (A) 226th day after the Issue Datecure of all Registration Defaults relating to the particular Initial Securities (or, in the case of (Aa failure to Consummate the Exchange Offer by the Exchange Date, when the Exchange Offer is Consummated) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such the second anniversary of the Closing Date (plus additional time equal to any period when Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90is not paid during any Blackout Period, Exchange Offer Registration Statement Suspension Period, or 30-day periodperiod referred to in clause (iii) above), Additional Interest will cease to accrue and the interest rate on the Initial Securities will revert to the original rate; provided, however, that that, if after any reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Initial Securities shall again be increased pursuant to the foregoing provisions. In no event will Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) - and (iii) at any one time and at time. For the avoidance of doubt, no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4), Additional Interest on the Notes 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.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying accrue on the applicable Additional Interest rate by Securities under the principal amount Old RRA. All obligations of the Registrable Notes, multiplied by a fraction, Company and 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, Guarantors set forth in the case of preceding paragraph that are outstanding with respect to any Initial Security at the time such security ceases to be a partial month, the actual number of days elapsed), and the denominator of which is 360Initial Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.
Appears in 1 contract
Sources: Registration Rights Agreement (Laredo Petroleum - Dallas, Inc.)
Additional Interest. (a) The Issuers Company and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail Company fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Company agrees to pay, jointly and severally, pay as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have Company has consummated or will consummate the Ex- change Exchange Offer, the Issuers are Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.50.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have Company has consummated or will consummate the Exchange Offer, the Issuers are Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.50.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 285th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than after such time as all Notes, Exchange Notes and Private Exchange Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes not so exchanged in the case of (A) or the Registrable Notes in the case of (B) at a rate of 0.50.25% per annum for the first 90 days commencing on the (x) 226th the 46th day after the Issue applicable Effectiveness Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective effective, in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iiii)—(iii) at any one time and at no time shall the aggregate amount of additional interest Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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 provision of this Section 4, the Company shall not be obligated to pay Additional Interest provided in Section 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Issuers Company shall notify the Trustee within one business day two Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record on the July 15 and January 15 immediately preceding regularly scheduled interest payment dates for such dates)Notes as set forth in the Indenture, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. No Additional Interest shall accrue with respect to Notes that are not Registrable Notes.
Appears in 1 contract
Additional Interest. (a) The Issuers If, at any time during the six-month period beginning on, and including, the date which is six months after the last date of original issuance of any of the Initial Purchasers agree Notes, the Guarantor fails to have timely filed any document or report that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are Guarantor is required to file a Shelf Registration with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and such Shelf Registration is other than reports on Form 8-K), or the Initial Notes are not filed on or prior to otherwise Freely Tradable, the Filing Date applicable thereto, then, commencing Issuer shall pay Additional Interest on the day after any such Filing Date, Initial Notes. Additional Interest shall accrue on at the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Initial Notes for each day during such period for which the Guarantor’s failure to file has occurred and is continuing.
(b) Further, if, and for so long as, the Restrictive Notes Legend has not been removed from the Initial Notes, the Initial Notes are assigned a restricted CUSIP number or the Initial Notes are not otherwise Freely Tradable as of the 370th day after the last date of original issuance of any of the Initial Notes, the Issuer shall pay Additional Interest on the Initial Notes. Such Additional Interest will accrue on the Initial Notes from the 371st day after the last date of original issuance of any of the Initial Notes at a the rate of 0.50% per annum for of the first 90 days principal amount of Initial Notes outstanding until the Restrictive Notes Legend has been removed, the Initial Notes are assigned an unrestricted CUSIP number and the Initial Notes are Freely Tradable (other than the Issuer’s or the Guarantor’s Affiliates or Holders that were the Issuer’s or the Guarantor’s Affiliates during the three months immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orpreceding).
(iiic) Notwithstanding the foregoing, if (A) the Issuers have not exchanged Exchange Notes for Issuer has complied with all Notes validly tendered in accordance with the terms applicable requirements of the Exchange Offer Depositary (including all applicable notice requirements) to effect the removal of the Restrictive Notes Legend as set forth in Section 3.07 on or prior to the 225th 370th day after the Issue Date or (B) if applicablelast date of original issuance of the Initial Notes, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest that the Issuer would otherwise be required to pay pursuant to this Section 4.06 for failure to remove the Restrictive Notes Legend will not accrue until the tenth calendar day after such 370th day.
(d) In no event shall accrue on the principal amount of the Notes Additional Interest payable pursuant to this Section 4.06 accrue, together with any Additional Interest payable pursuant to Section 9.04(b), at a rate per year in excess of 0.50% per annum annum, regardless of the number of events or circumstances giving rise to requirements to pay such Additional Interest pursuant to this Section 4.06 or pursuant to Article 9.
(e) Additional Interest that is payable pursuant to this Section 4.06 shall be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes and shall be separate and distinct from, and in addition to, any Additional Interest that may accrue at the Issuer’s election as the sole remedy relating to a Reporting Default.
(f) The Issuer shall notify the Trustee and the Paying Agent (if other than the Trustee) in writing of any Additional Interest that has become due and payable. Such notice shall include reference to the event that caused the Additional Interest to become due, the Additional Interest rate, and the date that such Additional Interest shall begin to accrue from. If Additional Interest shall cease to accrue, the Issuer shall notify the Trustee and the Paying Agent (if other than the Trustee) in writing.
(g) Notwithstanding the foregoing, the Issuer will not be required to pay Additional Interest with respect to any failure to timely file any report, if the Notes are not eligible for resale under Rule 144 or if the Notes are not Freely Tradable, in each case as required under this Section 4.06 (i) on any date on which (a) the Issuer and the Guarantor have filed a Shelf Registration Statement for the first 90 days commencing resale of the Notes (including the Guarantee) and any Ordinary Shares issuable upon exchange of the Notes, (b) such Shelf Registration Statement is effective and usable by Holders identified therein as selling security holders for the resale of the Notes, the Guarantee and any Ordinary Shares issued upon exchange of the notes, (c) the Holders may register the resale of their Notes under such Shelf Registration Statement on terms customary for the resale of exchangeable securities offered in reliance on Rule 144A and (xd) 226th day after the Issue Date, in the case Notes and/or Ordinary Shares sold pursuant to such Shelf Registration Statement become Freely Tradable as a result of (A) abovesuch sale, or (yii) once the day such Shelf Registration ceases to be effective Issuer has complied with the requirements set forth in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above for a period of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4), Additional Interest on the Notes 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 accruetwo years.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Indenture (Horizon Pharma PLC)
Additional Interest. (a) The Issuers and the Initial Purchasers Guarantors acknowledge and agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):if:
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the an Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to 90th day following the date such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day periodRegistration was filed; or
(iiiii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 225th day 30th Business Day after the Issue Date date on which the Exchange Registration Statement was declared effective or (B) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during prior to the Effectiveness Period; provided that the Issuers and the Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest (“Additional Interest Interest”) shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th day after following the Issue DateRegistration Default, in the case of (A) aboveand increasing to 1.00% thereafter, or (y) to but excluding the day such Shelf on which the Registration ceases to Default has been cured. Additional Interest will be effective paid semi-annually in arrears with the case of (B) above, and interest payment due on the first interest payment date following the date on which such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day periodbegins to accrue; provided, however, that (a) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - and (iiiii) at any one time and at in no time shall event will Additional Interest accrue after the aggregate amount of additional interest accruing exceed Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable connection with a Shelf Registration in a timely manner and is therefore not named as required hereunder (a selling security holder in a Shelf Registration, the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased Holder will not be entitled to remain effective (in the case of (iii)(B) of this Sec- tion 4), receive any Additional Interest on with respect to its Notes; and (c) the Notes in Issuers and the Guarantors will have no other liabilities with 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 accrueany Registration Default.
(b) The Issuers shall notify the Trustee within one business day 5 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iiia)(ii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record cash, on the July 15 dates and January 15 immediately preceding in the manner provided in the Indenture and whether or not any cash interest would then be payable on such dates)date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Cincinnati Bell Inc)
Additional Interest. (a) The Issuers Issuer and the Initial Purchasers Purchaser agree that the Holders will suffer damages if the Issuers fail Issuer fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Issuer agrees to pay, jointly and severally, pay as liquidated damages, additional interest on the Notes Registrable Securities (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate the Ex- change Exchange Offer, the Issuers are Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes Registrable Securities at a rate of 0.500.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate the Exchange Offer, the Issuers are Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.500.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have Issuer has not exchanged Exchange Notes Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 300th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than because of the sale of all of the Securities registered thereunder), then Additional Interest shall accrue on the principal amount of the Notes Registrable Securities at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th 300th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective (other than because of the sale of all of the Securities registered thereunder), in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes Securities may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.00.75% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), ) or (3) upon the exchange of the Exchange Notes Securities for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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.
(b) The Issuers Issuer shall notify the Trustee within one business day Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 June 30 and February 1 December 30 (to the holders of record on the July June 15 and January 15 December 30 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable NotesSecurities, 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Kronos International Inc)
Additional Interest. (a) The Issuers and In the Initial Purchasers agree event that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has not been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by with the SEC on or prior to the Effectiveness Date applicable thereto or 60th calendar day after the Issue Date, (Bii) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Offer Registration and such Shelf Registration Statement is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the 150th calendar day after such Effectiveness the Issue Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer is not consummated on or prior to the 225th 180th calendar day after the Issue Date, (iv) a Shelf Registration Event shall have occurred and the Shelf Registration Statement is not declared effective on or prior to the 210th calendar day after the Issue Date or (Bv) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder is declared effective but thereafter ceases to be effective or usable during the period specified herein (each such event referred to in (i) through (v), a "Registration Default"), the interest rate borne by the Securities or Exchange Notes which are Registrable Securities shall be increased (the "Additional Interest") by one-quarter of one percent (0.25%) per annum for the first 90-day period immediately after the first such Registration Default. The interest rate borne by such Registrable Securities shall increase by an additional one-quarter of one percent (0.25%) per annum for each subsequent 90-day period, in each case, until all Registration Defaults have been cured (provided that in the case of clause (ii) of this Section 4), or (3) upon event the exchange Company has abandoned the Exchange Offer because of the Exchange Notes for all Notes tendered (circumstances described in the case of clause (iii)(ASection 2(b)(i) of this or Section 4)2(b)(ii) hereof, or upon then the effectiveness of the applicable Shelf Registration Statement which had ceased shall be deemed a cure of such Registration Defaults); provided, that the aggregate increase in such interest rate pursuant to remain effective this Section 2(e) will in no event exceed one percent (in 1.00%) per annum. Notwithstanding any of the case of (iii)(B) of this Sec- tion 4)above, it is understood that Additional Interest on the Notes in respect of which such events relate pursuant to a Registration Default under clause (v) above, as a result of such clause (or v) relates to an Exchange Offer Registration Statement, shall only be payable to a Participating Broker-Dealer that holds Registrable Securities subject to a prospectus delivery requirement; provided, that such a Registration Default may only be deemed to be occurring during the period following the 150th day after the Issue Date until, subject to an extension of the relevant subclause thereof)180-day period pursuant to the last sentence of Section 3 hereof, as 180 days after the case may beconsummation of the Exchange Offer. Following the cure of all Registration Defaults, shall cease the interest rate borne by such Registrable Securities will be reduced to accrue.
(b) the original interest rate. The Issuers Company shall notify the Trustee within one business day three Business Days after each and every date on which an event occurs in respect of which a Registration Default occurs. Additional Interest is required shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder entitled to receive the interest payment to be paid (an “Event Date”)on such date as set forth in the Indenture. Any amounts of Each obligation to pay Additional Interest due pursuant shall be deemed to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 accrue from and February 1 (to including the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying day following the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360Registration Default.
Appears in 1 contract
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes Securities (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration Regis- tration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.500.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.500.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 30th business day after from the Issue Date date the Exchange Offer Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th 30th business day after from the Issue Datedate the Exchange Offer Registration Statement was declared effective, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes Securities may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4), Additional Interest on the Notes 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.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.of
Appears in 1 contract
Additional Interest. (a) The Issuers and Notwithstanding any postponement of the Initial Purchasers agree that the Holders will suffer damages effectiveness pursuant to Section 2(a) hereof, if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that 90th day following the Issuers have consummated or will consummate the Ex- change OfferIssue Date, the Issuers are required to file a Shelf Registration and such Shelf Registration is Statement has not been filed with the Commission, (ii) on or prior to the Filing Date applicable thereto, then, commencing on 180th day following the day after any such Filing Issue Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer initial Shelf Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf RegistrationCommission, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Date or (B) if applicable, a effectiveness date of any Shelf Registration has been declared effective and Statement, (x) such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum or usable for the first 90 days commencing on offer and sale of Registrable Securities (other than due to a Suspension Period or without a replacement Shelf Registration Statement being effective), and the Company and the Guarantors fail to file (x) 226th day after and have declared effective), within five Business Days, a post-effective amendment to such Shelf Registration Statement or amendment or supplement to the Issue Date, in Prospectus contained therein or such other document with the case of (A) aboveCommission to make such Shelf Registration Statement effective or such Prospectus usable, or (y) the day such Shelf Registration ceases to be effective Suspension Periods exceed 45 days (or 60, if applicable), whether or not consecutive, in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent any 90-day period; provided, howeveror more than 120 days, that whether or not consecutive, during any 12-month period during the Effectiveness Period, or (iv) the Company and the Guarantors shall have failed to timely comply with any of their obligations set forth in Section 3(a)(ii) hereof (each, a "Registration Default"), then additional interest ("Additional Interest rate Interest") will accrue on the Notes may not accrue under more than one Securities, from and including the calendar day following such Registration Default to but excluding the earlier of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer calendar day on which all Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), Defaults have been cured and (2) upon the effectiveness of date that the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4), Additional Interest on the Notes 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.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is no longer required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accruekept effective. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest accrue at a rate by the principal amount equal to one-quarter of one percent (0.25%) of the Registrable Notes, multiplied Applicable Amount per annum for the first 90 calendar day period and will increase by a fraction, the numerator an additional rate per annum equal to an additional one-quarter 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.one percent
Appears in 1 contract
Sources: Registration Rights Agreement (Greenbrier Companies Inc)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 90th day after the Issue Date date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th 91st day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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 provision of this Section 4, the Issuers shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Issuers shall notify the Trustee within one business day Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 March 15 and February 1 September 15 (to the holders of record on the July 15 March 1 and January 15 September 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes Registrable Securities (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effecteffect and shall not be duplicative):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has not been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Initial Shelf Registration and such Shelf Registration is has not been filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Datedate by which it is required to be filed pursuant to Section 3(a) hereof, Additional Interest shall accrue on the principal amount of Registrable Securities over and above the Notes stated interest at a rate of 0.50% 25 basis points per annum for the first 90 days immediately following the Filing Date or such applicable Filing Daterequired date, and as the case may be, such Additional Interest rate shall increase increasing by an additional 0.50% 25 basis points per annum at the beginning of each subsequent 90-day period; or;
(ii) if (AAdditional Interest is not then accruing pursuant to Section 4(a)(i) neither and the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable or the Initial Shelf Registration is not declared effective on or prior to such Shelf Registration, then, commencing on the 135th day after such Effectiveness Datefiling thereof, Additional Interest shall accrue on the principal amount of Registrable Securities included or which should have been included in such Registration Statement over and above the Notes stated inter- est at a rate of 0.50% 25 basis points per annum for the first 90 days immediately following the day after such the Effectiveness Date, and such Additional Interest rate shall increase increasing by an additional 0.50% 25 basis points per annum at the beginning of each subsequent 90-day period; orand
(iii) if Additional Interest is not then accruing pursuant to Section 4(a)(i) and 4(a)(ii) and (A) the Issuers have not exchanged Exchange Notes Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after Consummation Date (including by reason of the Issue Date Exchange Registration Statement ceasing to be effective) or (B) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue be accrued on the principal amount of Registrable Securities (over and above any interest otherwise payable on the Notes Registrable Securities) at a rate of 0.50% 25 basis points per annum for the first 90 days commencing on the (x) 226th 165th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase increasing by an additional 0.50% 25 basis points per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes Registrable Securities may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% 100 basis points per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable a Shelf Registration as required hereunder (in the case of clause (ia)(i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (iia)(ii) of this Section 4), or (3) upon the exchange of the Exchange Notes Securities for all Notes tendered (in the case of clause (iii)(Aa)(iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(Ba)(iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes in respect of which such events relate Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It is understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security. Payment of any Additional Interest shall be subject to Section 9 and the penultimate paragraph of Section 5.
(b) The Issuers shall notify the Trustee within one five business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of The Issuers shall pay the Additional Interest due pursuant on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual in- terest payment date, immediately available funds in sums sufficient to (a)(i), (a)(ii) or (a)(iii) pay the Additional Interest then due to Holders of this Section 4 will Registrable Securities. The Additional Interest amount due shall be payable in cash semiannually on each August 1 and February 1 (interest payment date to the holders record Holder of record Registrable Securities entitled to receive the interest payment to be made on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrueas set forth in the Indenture. The amount of Additional Interest will be determined by multiplying applying the applicable Additional Interest rate by to the principal amount of the affected Registrable NotesSecurities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed). Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date provided, however, that if the applicable Event Date is not a business day, Additional Interest shall not begin to accrue or increase, as the case may be, until the next succeeding business day. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes the sole and exclusive remedy for a breach of Section 2 or 3 and is a reasonable estimate of the denominator damages that may be incurred by Holders of which is 360Registrable Securities by reason of the failure of a Shelf Registration or Exchange Registration Statement to be filed or declared effective, an Exchange Offer to be consummated or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (United Auto Group Inc)
Additional Interest. (a) The Issuers and the Initial Purchasers Purchaser agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such lapsed Filing Date, Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.500.25% per annum for the first 90 days immediately following each such applicable lapsed Filing Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.500.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 150th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th the 36th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.01.50% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 44(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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 accrueaccrue and the interest rate borne by the Registrable Notes will be reduced to the original interest rate.
(b) The Issuers shall notify the Trustee within one business day Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 April 15 and February 1 October 15 (to the holders of record on the July 15 April 1 and January 15 October 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Issuers Company and the Initial Purchasers agree each Subsidiary Guarantor acknowledges and agrees that the Holders of Transfer Restricted Securities will suffer damages if the Issuers fail Company or any Subsidiary Guarantor fails to fulfill their its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Subsidiary Guarantors agree to pay, jointly and severally, as liquidated damages, pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, as applicable, Additional Interest shall accrue on the principal amount of the Notes Transfer Restricted Securities over and above any stated interest at a rate of 0.500.25% per annum of the principal amount of such Transfer Restricted Securities for the first 90 days immediately following such applicable the Filing Date or Shelf Filing Date, and as applicable, such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, as applicable, Additional Interest shall accrue on the principal amount of the Notes Transfer Restricted Securities over and above any stated interest at a rate of 0.500.25% per annum of the principal amount of such Transfer Restricted Securities for the first 90 days immediately following the day after such Effectiveness Date or Shelf Effectiveness Date, and as applicable, such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or;
(iii) if (A) the Issuers have Company (and any Subsidiary Guarantor) has not exchanged Exchange Notes for all Notes Transfer Restricted Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day date that is 30 Business Days after the Issue Date or Effectiveness Date, (B) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during prior to the Effectiveness Periodsecond anniversary of its effective date (other than such time as all Transfer Restricted Securities have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Company issues a written notice pursuant to Section 6(e)(v) or (vi) that a Shelf Registration or Exchange Offer Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 90 days in the aggregate, in the case of a Shelf Registration, or 15 days in the aggregate in the case of an Exchange Offer Registration Statement, then Additional Interest shall accrue on the principal amount of the Notes Transfer Restricted Securities, over and above any stated interest, at a rate of 0.500.25% per annum for of the first 90 days principal amount of such Transfer Restricted Securities commencing on (w) the (x) 226th day 31st Business Day after the Issue Effectiveness Date, in the case of (A) above, or (x) the day the Exchange Offer Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (BC) above, or (z) the day the Exchange Offer Registration Statement or Shelf Registration ceases to be usable and exceeds the dates set forth in clause (D) above, in the case of clause (D) above, such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that that, in each case, the maximum Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.01.00% per annum; provided, and provided further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Initial Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Initial Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of the Exchange Notes for all Notes Transfer Restricted Securities tendered (in the case of clause (iii)(A) of this Section 4above), or upon the effectiveness of the applicable Exchange Offer Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(Biii)(C) above), or (4) upon the effectiveness of this Sec- tion 4such Registration Statement or Exchange Offer Registration Statement (in the case of clause (iii)(D) above), Additional Interest on the Notes in respect of which such events relate Transfer Restricted Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers Company shall notify the Trustee within one business day three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or or
(a)(iiia) (iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record cash, on the July 15 dates and January 15 immediately preceding in the manner provided in the Indenture and whether or not any cash interest would then be payable on such dates)date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Debt Registration Rights Agreement (Green Field Energy Services, Inc.)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Company agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following each such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 210th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 210th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 44(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 44(a)), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 44(a)), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4Section 4(a)), Additional Interest on the Notes 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.
(b) The Issuers Company shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 4(a) will be payable in cash semiannually on each August 1 March 15 and February 1 September 15 (to the holders of record on the July 15 March 1 and January 15 September 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Magnum Hunter Resources Inc)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 210th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th 211th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that (1) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iiii)-(iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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.
(b) The Issuers shall notify the Trustee within one business day three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iiia) of this Section 4 will be payable in cash semiannually on each August 1 May 15 and February 1 November 15 (to the holders of record on the July 15 May 1 and January 15 November 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. No Additional Interest shall accrue with respect to Notes that are not Registrable Notes.
Appears in 1 contract
Sources: Registration Rights Agreement (Listerhill Total Maintenance Center LLC)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof hereto and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has not been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of of, and be paid to the registered Holders of, the Registrable Notes then outstanding and affected thereby at a rate of 0.500.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of of, and be paid to the registered Holders of, the Registrable Notes then outstanding and affected thereby at a rate of 0.500.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 300th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than during any Blackout Period relating to such Shelf Registration), then Additional Interest shall accrue on the principal amount of of, and be paid to the registered Holders of, the Registrable Notes then outstanding and affected thereby at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th 301st day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that (1) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.01.00% per annumannum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the continuation of a Blackout Period; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which that had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereofthereto), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day two Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August June 1 and February December 1 (to the holders of record of the affected Registrable Notes on the July May 15 and January November 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. No Additional Interest shall accrue with respect to Notes that are not Registrable Notes.
(c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes the sole damages that will be suffered by Holders of affected Registrable Notes by reason of the occurrence of any of the events described in Section 4(a)(i)-(iii) hereto.
Appears in 1 contract
Sources: Registration Rights Agreement (Cogent Management Inc)
Additional Interest. (a) The Issuers and In the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):event that:
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial a Shelf Registration has been Statement is filed with the Commission on or prior to the Filing 150th day after the Issue Date applicable thereto or (B) notwithstanding that the Issuers Company and the Issuer Trust have consummated or will consummate the Ex- change an Exchange Offer, the Issuers Company and the Issuer Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the Filing Date applicable theretodate required by Section 2(b) hereof, then, then commencing on the day after any such Filing Datethe applicable required filing date, Additional Interest liquidated damages shall accrue on the principal amount of the Notes Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and additional Distributions shall accumulate on the liquidation amount of the Capital Securities and, if the Exchange Offer has been consummated, the New Capital Securities, each at a rate of 0.500.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day periodannum; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial a Shelf Registration Statement is declared effective by the SEC Commission on or prior to the Effectiveness 180th day after the Issue Date applicable thereto or (B) notwithstanding that the Issuers Company and the Issuer Trust have consummated or will consummate the an Exchange Offer, the Issuers Company and the Issuer Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC Commission on or prior to the Effectiveness Date applicable to 30th day after the date such Shelf RegistrationRegistration Statement was required to be filed, then, commencing on the 181st day after such Effectiveness the Issue Date, Additional Interest liquidated damages shall accrue on the principal amount of the Notes Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and additional Distributions shall accumulate on the liquidation amount of the Capital Securities and, if the Exchange Offer has been consummated, the New Capital Securities, each at a rate of 0.500.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day periodannum; or
(iii) if (A) the Issuers have Issuer Trust has not exchanged Exchange Notes New Capital Securities for all Notes Capital Securities validly tendered for exchange by their respective Holders or the Company has not exchanged the New Guarantee or New Junior Subordinated Debentures for the Guarantee or Junior Subordinated Debentures validly tendered, in accordance with the terms of the Exchange Offer on or prior to the 225th 30th day after the Issue Date date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, a the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during prior to the Effectiveness Periodexpiration of the Rule 144(k) Period (other than after such time as all Capital Securities have been disposed of thereunder or otherwise cease to be Registrable Securities), then Additional Interest liquidated damages shall accrue on the principal amount of the Notes Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and additional Distributions shall accumulate on the liquidation amount of the Capital Securities and, if the Exchange Offer has been consummated, the New Capital Securities, each at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th the 31st day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that neither the Additional Interest liquidated damages on the Junior Subordinated Debentures and any outstanding New Junior Subordinated Debentures, nor the additional distribution rate on the Notes may not accrue under more than one liquidation amount of the foregoing clauses (i) - (iii) at Capital Securities and any one time and at no time shall the aggregate amount of additional interest accruing outstanding New Capital Securities, may exceed in the aggregate 1.00.25% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable a Shelf Registration as required hereunder Statement (in the case of clause (i) above of this Section 4above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable a Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of New Capital Securities, the Exchange Notes New Guarantee and New Junior Subordinated Debentures for all Notes Capital Securities, the Guarantee and all Junior Subordinated Debentures tendered (in the case of clause (iii)(A) of this Section 4above), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Sec- tion 4), Additional Interest above) liquidated damages on the Notes in respect Junior Subordinated Debentures and any outstanding New Junior Subordinated Debentures, and additional distributions on the liquidation amount of which such events relate the Capital Securities and any outstanding New Capital Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day after each accrue and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”)accumulate. Any amounts of Additional Interest liquidated damages and additional distributions due pursuant to (a)(iSection 2(e)(i), (a)(iiii) or (a)(iiiiii) of this Section 4 above ("Liquidated Damages"), will be payable in cash semiannually on each August the next succeeding June 1 or December 1, as the case may be, to Holders on the relevant record dates for the payment of interest and February 1 (distributions pursuant to the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), Indenture and the denominator of which is 360Trust Agreement, respectively.
Appears in 1 contract
Sources: Registration Rights Agreement (City Holding Capital Trust)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to payagree, jointly and severally, to pay, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following each such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 135th day after the Issue Date date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 151st day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.01.50% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Abraxas Petroleum Corp)
Additional Interest. (a) The Issuers From and after the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 date an Event of Default occurs and is continuing until all existing Events of Default have been cured or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordinglywaived, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”"EVENT OF DEFAULT INTEREST") under the circumstances and in addition to the extent set forth below (each accrual of which Original Issue Discount shall be given independent effect):
accrue at 2.0% per annum on a principal amount per Security equal to (i) if the Issue Price plus (Aii) neither the Exchange Offer Registration Statement nor Original Issue Discount plus (iii) any Additional Interest, in each case, with respect to (ii) and (iii), accrued to the Initial Shelf Registration has been filed on or date immediately prior to the Filing Date applicable thereto or (B) notwithstanding that date of the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional occurrence of an Event of Default. Such Event of Default Interest shall accrue on from the principal amount date of the Notes at occurrence of an Event of Default on a rate semiannual bond equivalent basis using a 360-day year composed of 0.50% per annum for the first 90 days immediately following such applicable Filing Datetwelve 30-day months, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall automatically cease to accrueaccrue once all existing Events of Default have been cured or waived.
(b) The Issuers From and after the date that the Consolidated Leverage Ratio has exceeded 5.18 to 1.0 as of the end of the two consecutive fiscal quarters most recently then ended (the "EXCESS LEVERAGE DATE"), interest ("EXCESS LEVERAGE INTEREST") in addition to the accrual of Original Issue Discount shall notify accrue at 3.0% per annum on a principal amount per Security equal to (i) the Issue Price plus (ii) the Original Issue Discount plus (iii) any Additional Interest, in each case, with respect to (ii) and (iii), accrued to the date immediately prior to the Excess Leverage Date. Such Excess Leverage Interest shall accrue from the Excess Leverage Date on a semiannual bond equivalent basis using a 360-day year composed of twelve 30-day months, and shall automatically cease to accrue once the Consolidated Leverage Ratio no longer exceeds 5.18 to 1.0. If at any time following the end of a fiscal quarter during which Excess Leverage Interest accrued and the Consolidated Leverage Ratio as of the end of such fiscal quarter is less than or equal to 5.18 to 1.0, the Company shall deliver promptly, but in any event within five Business Days of the delivery by the Company to the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is the financial information of the Company required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i)Section 4.02, (a)(ii) or (a)(iii) a notice stating that Excess Leverage Interest ceased to accrue as of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders end of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed)fiscal quarter, and the denominator Excess Leverage Interest shall be deemed to have ceased to accrue as of which the end of such immediately preceding fiscal quarter.
(c) In the event that the Company would be required to accrue Event of Default Interest under Section 6.13(a) and Excess Leverage Interest under Section 6.13(b), the Company shall accrue only Excess Leverage Interest for as long as it is 360required under Section 6.13(b). In no event shall the Company concurrently accrue both Event of Default Interest and Excess Leverage Interest.
(d) Notwithstanding the existence of any Event of Default that has not been cured or waived or the Consolidated Leverage Ratio exceeding 5.18 to 1.0, Additional Interest shall cease to accrue on any Security when the same becomes due and payable on the earlier to occur of (i) acceleration pursuant to Section 6.02, (ii) the Redemption Date and (iii) the Stated Maturity, upon declaration or otherwise.
Appears in 1 contract
Sources: Indenture (Hanover Compressor Co /)
Additional Interest. (a) The Issuers and In the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):event that:
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial a Shelf Registration has been Statement is filed with the Commission on or prior to the Filing 150th day after the Issue Date applicable thereto or (B) notwithstanding that the Issuers Company and the Issuer Trust have consummated or will consummate the Ex- change an Exchange Offer, the Issuers Company and the Issuer Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the Filing Date applicable theretodate required by Section 2(b) hereof, then, then commencing on the day after any such Filing Datethe applicable required filing date, Additional Interest liquidated damages shall accrue on the principal amount of the Notes Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and additional Distributions shall accumulate on the liquidation amount of the Capital Securities and, if the Exchange Offer has been consummated, the New Capital Securities, each at a rate of 0.500.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day periodannum; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial a Shelf Registration Statement is declared effective by the SEC Commission on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 180th day after the Issue Date or (B) if applicablenotwithstanding that the Company and the Issuer Trust have consummated or will consummate an Exchange Offer, the Company and the Issuer Trust are required to file a Shelf Registration has been declared effective Statement and such Shelf Registration ceases Statement is not declared effective by the Commission on or prior to the 30th day after the date such Shelf Registration Statement was required to be effective at any time during filed, then, commencing on the Effectiveness Period181st day after the Issue Date, then Additional Interest liquidated damages shall accrue on the principal amount of the Notes Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and additional Distributions shall accumulate on the liquidation amount of the Capital Securities and, if the Exchange Offer has been consummated, the New Capital Securities, each at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.00.25% per annum; provided, further, however, that or
(1v) upon (A) the filing of the applicable Exchange Offer Registration Statement Issuer Trust has not exchanged New Capital Securities for all Capital Securities validly tendered for exchange by their respective Holders or the applicable Shelf Registration as required hereunder (in Company has not exchanged the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement New Guarantee or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4), Additional Interest on the Notes 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.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.New Junior
Appears in 1 contract
Sources: Registration Rights Agreement (Triangle Capital Trust)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes Securities (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 30th day after the Issue Effectiveness Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 31st day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes Securities may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.02.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes Securities for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually quarterly on each August 1 March 15, June 15, September 15 and February 1 December 15 (to the holders of record on the July 15 March 1, June 1, September 1 and January 15 December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable NotesSecurities, 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed with the SEC on or prior to the Filing date 90 days after the Issue Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.50% per annum for the first 90 days immediately following each such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness date 180 days after the Issue Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 45th day after the Issue Date date on which the applicable Exchange Offer Registration Statement or Shelf Registration is declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during prior to the Effectiveness Periodsecond anniversary of the Issue Date (other than after such time as all Notes have been disposed of thereunder or all Notes are eligible to be sold pursuant to Rule 144(k)), then Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th the 46th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective effective, in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iiii)-(iii) at any one time and at no time shall the aggregate amount of additional interest Additional Interest accruing exceed in the aggregate 1.01.00% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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.
(b) The Issuers shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August April 1 and February October 1 (to the holders of record on the July March 15 and January September 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Fleming Companies Inc /Ok/)
Additional Interest. (a) The Issuers Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers fail Company fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Company agrees to pay, jointly and severally, as liquidated damages, pay additional interest on the Notes (“Additional Interest”"ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):below:
(i) if the Exchange Registration Statement has not been filed on or prior to the Filing Date or the Initial Shelf Registration has not been filed within 30 days following the delivery of a Shelf Notice prior to the filing date;
(Aii) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand/or
(iii) if either (A) ), if applicable, the Issuers have Company has not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day 60 days after the Issue Date date on which the Exchange Registration Statement was declared effective or (B), if applicable, the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during prior to the Effectiveness Periodearlier of the date on which all Registrable Notes covered by the Shelf Registration have been sold in the manner set forth and as contemplated in the Shelf Registration or the second anniversary of the Issue Date; (each such event referred to in clauses (i) through (iii) above is a "REGISTRATION DEFAULT"), then Additional Interest shall accrue on the principal amount sole remedy available to holders of the Notes at will be the immediate accrual of Additional Interest as follows: the per annum interest rate on the Notes will increase by 0.5% upon the occurrence of the first Registration Default; and the per annum interest rate will increase by an additional 0.25% for each subsequent 90-day period during which any Registration Default remains uncured, up to a 13 -11- maximum additional interest rate of 0.502.0% per annum for the first 90 days commencing on the (x) 226th day after the Issue Dateall Registration Defaults, in the case of (A) abovePROVIDED, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, howeverHOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Initial Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable a Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), above) or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(Aiii) of this Section 4(A) above), or upon the effectiveness of the applicable Shelf Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) above), or upon the effectiveness of this Sec- tion 4the Shelf Registration which had ceased to remain effective (in the case of (iii) (C) above), Additional Interest on the Notes in respect of which such events relate as a result of such clause (i), (ii) or (iii) (or the relevant subclause thereof), as the case may be, shall cease to accrueaccrue and the interest rate on the Notes will revert to the interest rate originally borne by the Notes and PROVIDED, FURTHER, that in the case of a Registration Default under (iii)(c) above, Additional Interest will only be payable with respect to Notes so long as they are Registrable Notes.
(b) The Issuers Company shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”"EVENT DATE"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually semi-annually on each August February 1 and February August 1 (to the holders Holders of record on the July January 15 and January July 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest with respect to each Note will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notessuch Note, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360.
Appears in 1 contract
Sources: Notes Registration Rights Agreement (High Voltage Engineering Corp)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severallythat, as liquidated damages, additional the interest rate on the Notes will increase (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 181st day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at usable by the Holders for any time reason for 30 days in the aggregate in any consecutive twelve-month period during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th 181st day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that (1) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iiii)-(iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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.
(b) The Issuers shall notify the Trustee within one business day three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iiia) of this Section 4 will be payable in cash semiannually on each August April 1 and February October 1 (to the holders of record on the July March 15 and January September 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. No Additional Interest shall accrue with respect to Notes that are not Registrable Notes.
Appears in 1 contract
Additional Interest. (a) The Issuers Company and the Initial Purchasers Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers fail Company fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Company agrees to pay, jointly and severally, as liquidated damages, pay additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):below:
(i) if the Exchange Registration Statement has not been filed on or prior to the Filing Date or the Initial Shelf Registration has not been filed within 30 days following the delivery of a Shelf Notice prior to the filing date;
(Aii) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand/or
(iii) if either (A) ), if applicable, the Issuers have Company has not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day 60 days after the Issue Date date on which the Exchange Registration Statement was declared effective or (B) , if applicable, a the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during prior to the Effectiveness Periodearlier of the date on which all Registrable Notes covered by the Shelf Registration have been sold in the manner set forth and as contemplated in the Shelf Registration or the second anniversary of the Issue Date; (each such event referred to in clauses (i) through (iii) above is a "Registration Default"), then Additional Interest shall accrue on the principal amount sole remedy available to holders of the Notes at will be the immediate accrual of Additional Interest as follows: the per annum interest rate on the Notes will increase by 0.5% upon the occurrence of the first Registration Default; and the per annum interest rate will increase by an additional 0.25% for each subsequent 90-day period during which any Registration Default remains uncured, up to a maximum additional interest rate of 0.502.0% per annum for the first 90 days commencing on the (x) 226th day after the Issue Dateall Registration Defaults, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Initial Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable a Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), above) or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4above), or upon the effectiveness of the applicable Shelf Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) above), or upon the effectiveness of this Sec- tion 4the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Notes in respect of which such events relate as a result of such clause (i), (ii) or (iii) (or the relevant subclause thereof), as the case may be, shall cease to accrueaccrue and the interest rate on the Notes will revert to the interest rate originally borne by the Notes and provided, further, that in the case of a Registration Default under (iii)(c) above, Additional Interest will only be payable with respect to Notes so long as they are Registrable Notes.
(b) The Issuers Company shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually semi-annually on each August February 1 and February August 1 (to the holders Holders of record on the July January 15 and January July 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest with respect to each Note will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notessuch Note, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (High Voltage Engineering Corp)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, each of the Issuers agree agrees to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed or confidentially submitted to the Commission on or prior to the Filing Date applicable thereto60th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after any such the Filing DateDate or, in the case of subclause (B), commencing on the 61st day following delivery of the Shelf Notice, Additional Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such applicable Filing Date60th day, and as the case may be, such Additional Interest rate shall increase increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the an Exchange Offer, the Issuers are required to file a Shelf Registration Registra- tion and such Shelf Registration is not declared effective by the SEC Commission on or prior to the applicable Effectiveness Date applicable to such Shelf RegistrationDate, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days immediately following the day after such the applicable Effectiveness Date, and such Additional Interest rate shall increase increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Issuers have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 270th day after the Issue Date Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (BC) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 271st day after the Issue Date, Date in the case of (A) above, above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, and such Additional Interest rate shall increase increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.02.0% per annum; provided, further, however, provided further that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable each Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4above), (2) upon the effectiveness of the Exchange Offer Registration Statement or each Shelf Registration, as the applicable Shelf Registration Statement as required hereunder case may be (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of the Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) of this Section 4), above) or upon the effectiveness of the applicable an Exchange Registration Statement or Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4and (C) above), Additional Interest on the any Registrable Notes in respect of which such events relate then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually semi-annually on each August 1 and February 1 regular interest payment date specified in the Indenture (to the holders Holders of Registrable Notes of record on the July 15 and January 15 regular record date therefor (as specified in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable NotesNotes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Mariner Health Care Inc)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 90th day after the Issue Date date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th 91st day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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 provision of this Section 4, the Issuers shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Issuers shall notify the Trustee within one business day Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 January 15 and February 1 July 15 (to the holders of record on the July 15 December 31 and January 15 June 30 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. (a) The Issuers Issuer and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail Issuer fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Issuer agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have Issuer has not exchanged Exchange Notes Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 365th day after the Issue Date, (B) the Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the later of the 365th day after the Issue Date and the 90th day after the obligation to file such Shelf Registration Statement arises (the “Effectiveness Deadline”) or (BC) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than because of the sale of all of the Securities registered thereunder) (each a “Registration Default”), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% 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 first 90 days rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuer) commencing on the (x) 226th 366th day after the Issue Date, in the case of clause (A) above, (y) the day after the Effectiveness Deadline in the case of clause (B) above or (yz) the day such Shelf Registration ceases to be effective in the case of clause (BC) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes Securities for all Notes Securities tendered (in the case of clause (iii)(AA) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(BC) of this Sec- tion Section 4), Additional Interest on the Notes 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 4, (i) the Issuer shall not be obligated to pay Additional Interest provided in Section 4(a)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof; provided, that no Additional Interest shall accrue on the Notes following the second anniversary of the Issue Date and (ii) the Additional Interest described in this Section 4 is the sole and exclusive remedy available to Holders due a Registration Default. Additional Interest shall be payable in the same form payable by the Issuer for the payment of interest for the applicable interest payment period, on the same dates and to the same persons that the Issuer makes other interest payments on the Notes, until the Registration Default is corrected.
(b) The Issuers Issuer shall notify the Trustee within one five business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accruea Registration Default occurs. The amount of Additional Interest will be determined by the Issuer by multiplying the applicable Additional Interest rate by the principal amount of the Registrable NotesSecurities, 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 360 365 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360365.
Appears in 1 contract
Additional Interest. (a) The Issuers If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Securities (including any Securities issued pursuant to the Initial Purchasers agree Purchaser’s option to purchase additional Securities), the Company fails to timely file any document or report that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than current reports on Form 8-K), or the Securities are not otherwise freely tradable by Holders that are not the Company’s Affiliates and that were not the Company’s Affiliates within the three immediately preceding months (as a Shelf Registration and such Shelf Registration is not filed on or prior result of restrictions pursuant to U.S. securities law), the Filing Date applicable thereto, then, commencing Company shall pay Additional Interest on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of Securities outstanding for each day during such period for which the Notes at a rate of 0.50% per annum for Company’s failure to file has occurred and is continuing or the first 90 days immediately following Securities are not otherwise freely tradable by Holders, other than the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms Company’s Affiliates or Holders that were Affiliates of the Exchange Offer on or prior to Company within the 225th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4), Additional Interest on the Notes 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 accruethree immediately preceding months.
(b) The Issuers shall notify If, and for so long as, the Trustee Security Private Placement Legend has not been removed from the Securities, the Securities are assigned a restricted CUSIP number or the Securities are not otherwise freely tradable by Holders that are not the Company’s Affiliates and that were not the Company’s Affiliates within one business the three immediately preceding months (as a result of restrictions pursuant to U.S. securities laws), as of the 370th day after the last date of original issuance of the Securities (including any Securities issued pursuant to the Initial Purchaser’s option to purchase additional Securities), the Company shall pay Additional Interest on the Securities at a rate equal to 0.50% per annum of the principal amount of Securities outstanding for each day after the 370th day after the last date of original issuance of the Securities until (i) the Security Private Placement Legend has been removed, (ii) the Securities are assigned an unrestricted CUSIP number and every date (iii) the Securities are otherwise freely tradable (without restrictions pursuant to U.S. securities law) by Holders other than the Company’s Affiliates or Holders that were Affiliates of the Company within the three immediately preceding months.
(c) Notwithstanding the foregoing, no Additional Interest shall accrue or be payable under this Section 4.09 for each day on which the Company makes available to Holders an event occurs in respect effective registration statement permitting the resale of which the Securities and the shares of Common Stock issuable upon conversion thereof. After the Company has made available such an effective registration statement for a period of at least two years, no further Additional Interest shall be payable under this Section 4.09.
(d) Additional Interest payable in accordance with Section 4.09(a) and Section 4.09(b) shall be payable in arrears on each Interest Payment Date for the Securities following accrual in the same manner as regular interest on the Securities.
(e) In the event that the Company is required to be paid (an “Event Date”). Any amounts of pay Additional Interest due to Holders of Securities (whether pursuant to (a)(ithis Section 4.09 or Section 6.02(b)), the Company shall provide written notice (a)(ii“Additional Interest Notice”) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders Trustee of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such its obligation to pay Additional Interest commences no later than fifteen (15) calendar days prior to accruethe proposed payment date for the Additional Interest. The Each Additional Interest Notice shall set forth the amount of Additional Interest will to be determined paid by multiplying the applicable Company on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the amount of Additional Interest, or with respect to the nature, extent or calculation of the amount of Additional Interest rate by owed, or with respect to the principal amount method employed in such calculation of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360Interest.
Appears in 1 contract
Sources: Indenture (Quantum Corp /De/)
Additional Interest. (a) The Issuers and the Initial Purchasers Purchaser agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes Securities (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has not been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registrationthereto, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) aboveeffective, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes Securities may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.02.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 June 15 and February 1 December 15 (to the holders of record on the July 15 June 1 and January 15 December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable NotesSecurities, 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (THCR Management Services LLC)
Additional Interest. (a) The Issuers and In the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):event that:
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial a Shelf Registration has been Statement is filed with the Commission on or prior to the Filing 150th day after the Issue Date applicable thereto or (B) notwithstanding that the Issuers Company and the Issuer Trust have consummated or will consummate the Ex- change an Exchange Offer, the Issuers Company and the Issuer Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the Filing Date applicable theretodate required by Section 2(b) hereof, then, then commencing on the day after any such Filing Datethe applicable required filing date, Additional Interest liquidated damages shall accrue on the principal amount of the Notes Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and additional Distributions shall accumulate on the liquidation amount of the Capital Securities and, if the Exchange Offer has been consummated, the New Capital Securities, each at a rate of 0.500.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day periodannum; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial a Shelf Registration Statement is declared effective by the SEC Commission on or prior to the Effectiveness 180th day after the Issue Date applicable thereto or (B) notwithstanding that the Issuers Company and the Issuer Trust have consummated or will consummate the an Exchange Offer, the Issuers Company and the Issuer Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC Commission on or prior to the Effectiveness Date applicable to 30th day after the date such Shelf RegistrationRegistration Statement was required to be filed, then, commencing on the 181st day after such Effectiveness the Issue Date, Additional Interest liquidated damages shall accrue on the principal amount of the Notes Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and additional Distributions shall accumulate on the liquidation amount of the Capital Securities and, if the Exchange Offer has been consummated, the New Capital Securities, each at a rate of 0.500.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day periodannum; or
(iii) if (A) the Issuers have Issuer Trust has not exchanged Exchange Notes New Capital Securities for all Notes Capital Securities validly tendered for exchange by their respective Holders or the Company has not exchanged the New Guarantee or New Junior Subordinated Debentures for the Guarantee or Junior Subordinated Debentures validly tendered, in accordance with the terms of the Exchange Offer on or prior to the 225th 30th day after the Issue Date date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, a the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during prior to the Effectiveness Periodexpiration of the Rule 144(k) Period (other than after such time as all Capital Securities have been disposed of thereunder or otherwise cease to be Registrable Securities), then Additional Interest liquidated damages shall accrue on the principal amount of the Notes Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and additional Distributions shall accumulate on the liquidation amount of the Capital Securities and, if the Exchange Offer has been consummated, the New Capital Securities, each at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th the 31st day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that neither the Additional Interest liquidated damages on the Junior Subordinated Debentures and any outstanding New Junior Subordinated Debentures, nor the additional distribution rate on the Notes may not accrue under more than one liquidation amount of the foregoing clauses (i) - (iii) at Capital Securities and any one time and at no time shall the aggregate amount of additional interest accruing outstanding New Capital Securities, may exceed in the aggregate 1.00.25% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable a Shelf Registration as required hereunder Statement (in the case of clause (i) above of this Section 4above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable a Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of New Capital Securities, the Exchange Notes New Guarantee and New Junior Subordinated Debentures for all Notes Capital Securities, the Guarantee and all Junior Subordinated Debentures tendered (in the case of clause (iii)(A) of this Section 4above), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Sec- tion 4), Additional Interest above) liquidated damages on the Notes in respect Junior Subordinated Debentures and any outstanding New Junior Subordinated Debentures, and additional distributions on the liquidation amount of which such events relate the Capital Securities and any outstanding New Capital Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day after each accrue and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”)accumulate. Any amounts of Additional Interest liquidated damages and additional distributions due pursuant to (a)(iSection 2(e)(i), (a)(iiii) or (a)(iiiiii) of this Section 4 above ("Liquidated Damages"), will be payable in cash semiannually on each August 1 the next succeeding March 15 or September 15, as the case may be, to Holders on the relevant record dates for the payment of interest and February 1 (distributions pursuant to the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), Indenture and the denominator of which is 360Trust Agreement, respectively.
Appears in 1 contract
Sources: Registration Rights Agreement (FCB/Sc Capital Trust I)
Additional Interest. (a) The Issuers Issuer and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers fail Issuer fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Issuer agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effectwithout duplication):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date applicable thereto or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate the Ex- change Exchange Offer, the Issuers are Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of Notes over and above the Notes stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following such applicable the Filing Date, and such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to 180 days after the Effectiveness Issue Date applicable thereto or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate the Exchange Offer, the Issuers are Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to 45th day following the date such Shelf RegistrationRegistration was filed, then, commencing on the day after such Effectiveness Daterequired effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following the day after each such Effectiveness Datefiling date, and such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if either (A) the Issuers have Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 45th day after the Issue Date date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during prior to the Effectiveness Periodsecond anniversary of the Issue Date (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th the 46th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective effective, in the case of (B) above, and such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - through (iii) of this Section 4(a) at any one the same time and at no time shall the aggregate amount of additional interest Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable a Shelf Registration as required hereunder (in the case of clause (i) above of this Section 44(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 44(a)), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 44(a)), or upon the effectiveness of the applicable Shelf Registration Statement which that had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4Section 4(a)), Additional Interest on the Notes 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.
(b) The Issuers Issuer shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually semi-annually on each August 1 November 15 and February 1 May 15 (to the holders of record on the July 15 November 1 and January 15 May 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised consisting of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), ) and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Lazy Days R.V. Center, Inc.)
Additional Interest. (a) The Issuers Issuer and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers fail Issuer fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Issuer agrees to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate the Ex- change an Exchange Offer, the Issuers are Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto30th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after any such the Filing DateDate or, in the case of subclause (B), 11 -11- commencing on the 31st day following delivery of the Shelf Notice, Additional Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the Filing Date or such applicable Filing Date30th day, and as the case may be, such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate the an Exchange Offer, the Issuers are Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC Commission on or prior to the Effectiveness Date applicable to 90th day following the date such Shelf RegistrationRegistration was required to be filed, then, in the case of subclause (A), commencing on the day after such Effectiveness DateDate or, in the case of subclause (B), commencing on the 91st day following the date such Shelf Registration was required to be filed, Additional Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the day after the Effectiveness Date or such Effectiveness Date91st day, and as the case may be, such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Issuers have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day 45 days after the Issue Date date on which the Exchange Registration Statement was declared effective, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (BC) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th 46th day after the Issue Date, such effective date in the case of (A) above, above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, and such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, provided further that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable each Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4above), (2) upon the effectiveness of the Exchange Offer Registration Statement or each Shelf Registration, as the applicable Shelf Registration Statement as required hereunder case may be (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of the Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) of this Section 4), above) or upon the effectiveness of the applicable an Exchange Registration Statement or Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4and (C) above), Additional Interest on the any Registrable Notes in respect of which such events relate then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers Issuer shall notify the Trustee within one two business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually semi-annually on each August 1 and February 1 regular interest payment date specified in the Indenture (to the holders Holders of Registrable Notes of record on the July 15 and January 15 regular record date therefor (specified in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable NotesNotes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Issuers Company and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers fail Company fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Company agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes Registrable Securities (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effecteffect and shall not be duplicative):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of Registrable Securities over and above the Notes stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following such applicable the Filing Date, and such Additional Interest rate shall increase increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period; or;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of Registrable Securities included or which should have been included in such Registration Statement over and above the Notes stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following the day after such the Effectiveness Date, and such Additional Interest rate shall increase increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Issuers have Company has not exchanged Exchange Notes Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of Registrable Securities (over and above any interest otherwise payable on the Notes Registrable Securities) at a rate of 0.50.25% per annum for the first 90 days commencing on the (x) 226th 181st day after the Issue Date, in the case of (A) above, or (y) the day such Shelf the Exchange Registration Statement ceases to be effective in the case of (B) above, and or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate shall increase increasing by an additional 0.50.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes Registrable Securities may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable a Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes Securities for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Notes in respect of which such events relate Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Issuers Company shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of The Company shall pay the Additional Interest due pursuant on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to (a)(i), (a)(ii) or (a)(iii) pay the Additional Interest then due to Holders of this Section 4 will Registrable Securities. The Additional Interest due shall be payable in cash semiannually on each August 1 and February 1 (interest payment date to the holders record Holder of record Registrable Securities entitled to receive the interest payment to be made on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrueas set forth in the Indenture. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable NotesSecurities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Navistar Financial Corp)
Additional Interest. (a) The Issuers Company and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Issuers fail Company fails to fulfill their its obligations under Section Sections 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Company agrees to pay, jointly and severally, as liquidated damages, additional dividends on the Exchangeable Preferred Stock or interest on the Notes Exchange Debentures, as the case may be (“"Additional Interest”) "), under the circumstances and to the extent set forth below (each of which shall be given independent effect):below:
(i) if the applicable Registration Statement is not filed with the Commission within 45 days after the Issue Date;
(Aii) unless the Exchange Offer would not be permitted by a policy of the SEC, the Exchange Offer is not declared effective on or before the Effectiveness Date;
(iii) neither the Exchange Offer is consummated nor the Shelf Registration Statement nor is declared effective within 120 days after the Initial Shelf Issue Date;
(iv) after a Registration has Statement is declared effective, such Registration Statement thereafter ceases to be effective or such Registration Statement or the related prospectus ceased to be usable (except as permitted by the following paragraph) in connection with resales of Transfer Restricted Securities during the periods specified herein (each such event referred to in clauses (i) through (iv), a "Registration Default"), then (A) additional cash dividends will accrue on the Exchangeable Preferred Stock at a rate of 0.5% per annum from and including the date on which any Registration Default shall occur to but excluding the date on which all Registration Defaults have been filed cured calculated on or prior to the Filing Date applicable thereto liquidation preference of the Exchangeable Preferred Stock or (B) notwithstanding that the Issuers have consummated or additional cash interest will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing accrue on the day after Exchange Debentures at a rate of 0.5% per annum from and including the date on which any such Filing Date, Additional Interest Registration Default shall accrue occur to but excluding the date on which all Registration Defaults have been cured calculated on the principal amount of the Notes at a rate of 0.50% per annum Exchange Debentures, as the case may be ("Liquidated Damages"). All accrued Liquidated Damages will be paid by the Company in cash on each scheduled dividend payment date for the first 90 Exchangeable Preferred Stock, or on the date interest is payable for the Exchange Debentures, as the case may be (the "Damages Payment Date"), to any holder of Transfer Restricted Securities who has given wire transfer instructions to the Company at least 10 business days prior the Damages Payment Date by wire transfer of immediately following available funds and to all other holders of Transfer Restricted Securities by mailing checks to their registered addresses. Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease. A Registration Default described in clause (iv) of the immediately preceding paragraph shall be deemed not to have occurred and be continuing by reason of a Shelf Registration Statement or prospectus ceasing to be usable if (i) such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning Shelf Registration Statement or prospectus has ceased to be usable solely as a result of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor filing of a post-effective amendment thereto to incorporate annual audited financial information with respect to the Initial Shelf Registration Company where such post-effective amendment is not yet effective and needs to be declared effective by to permit Holders to use the SEC on or prior to the Effectiveness Date applicable thereto related prospectus or (B) notwithstanding other material events, with respect to the Company, that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required would need to file a Shelf Registration and be described in such Shelf Registration is not declared effective by Statement or the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, related prospectus and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iiiii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th day after the Issue Date, in the case of clause (A) aboveB), the Company is proceeding promptly and in good faith to amend or (y) the day supplement such Shelf Registration ceases Statement and related prospectus to be effective in the case of (B) above, and describe such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day periodevents; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at in any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer case if such Shelf Registration Statement or the applicable Shelf prospectus is not usable for a continuous period in excess of 30 days, a Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased Default shall be deemed to remain effective (in the case of (iii)(B) of this Sec- tion 4), Additional Interest have occurred on the Notes in respect of which day following such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business 30-day after each period and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record on the July 15 and January 15 immediately preceding continuing until such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which Registration Default 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360cured.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Benedek Communications Corp)
Additional Interest. (a) The Issuers Company, the Guarantors and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers Company and the Guarantors fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes Securities (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effectwithout duplication):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has not been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is has not been filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Shelf Registration Filing Date, Additional Interest shall accrue on the principal amount of Securities over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days immediately following such applicable the Filing Date or the Shelf Registration Filing Date, and as the case may be, such Additional Interest rate shall increase increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that if the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Registration Effectiveness Date, Additional Interest shall accrue on the principal amount of Securities included or that should have been included in such Registration Statement over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date or the Shelf Registration Effectiveness Date, and as the case may be, such Additional Interest rate shall increase increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if either (A) the Issuers Company and the Guarantors have not exchanged Exchange Notes Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 240th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod without being succeeded within five Business Days by a post-effective amendment that is itself declared effective, or an effective shelf registration statement covering the same Securities, then Additional Interest shall accrue be accrued on the principal amount of Securities(over and above any interest otherwise payable on the Notes Securities) at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th the 240th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf the Exchange Registration Statement ceases to be effective without being declared effective within five Business Days in the case of (B) above, and or (z) the day such Shelf Registration ceases to be effective, in the case of (C) above, such Additional Interest rate shall increase increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day periodperiod (each such event referred to in clauses (i) through (iii), a "Registration Default") (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Security that is the subject of a Shelf Notice is then covered by an effective Shelf Registration, no Additional Interest shall accrue on such Security); provided, however, that the Additional Interest rate on the Notes any affected Security may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.02.0% per annum; provided, further, howeverthat 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; and provided, further, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable a Shelf Registration as required hereunder (in the case of clause (i) above of this Section 44(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 44(a)), or (3) upon the exchange of the Exchange Notes Securities for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 44(a)), or upon the effectiveness of the applicable Shelf Exchange Registration Statement which that had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4Section 4(a)) or upon the effectiveness of the Shelf Registration that had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the Notes in respect of which such events relate affected Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding the foregoing, no Holder of Registrable Securities shall be entitled to receive Additional Interest with respect to such Registrable Securities if such Holder was, at any time while the Exchange Offer was pending, eligible to exchange, and did not validly tender, such Registrable Securities for Exchange Securities.
(b) The Issuers Company and the Guarantors shall notify the Trustee within one business day Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”)Registration Default. Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually quarterly on each August 1 and February 1 Interest Payment Date (to the holders of record Holders on the July 15 and January 15 immediately preceding such datesCorresponding Record Dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the relevant Registrable NotesSecurities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised consisting of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), ) and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent the immediately following 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent the immediately following 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 210th day after the Issue Date Date; provided, however, that if such 210th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be con- summated not later than the next succeeding Business Day' or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 211th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent the immediately following 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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 provision of this Section 4, the Issuer shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Issuers shall notify the Trustee within one business day Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 June 15 and February 1 December 15 (to the holders of record on the July 15 June 1 and January 15 December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Dole Food Company Inc)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, pay additional interest on the Notes (“Additional Interest”"ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 180th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes which are required to be registered under the applicable Exchange Offer Registration Statement or Shelf Registration Statement at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th 180th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; providedPROVIDED, howeverHOWEVER, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - to and including (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; providedPROVIDED, furtherFURTHER, howeverHOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), ) or (3) upon the exchange of the Exchange Notes for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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 provision of this Section 4, the Company shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof. Each reference in this Indenture to payment of interest due with respect to any Note includes payment of any Additional Interest due with respect thereto.
(b) The Issuers shall notify the Trustee within one business day Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”"EVENT DATE"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash cash, in each case, semiannually on each August 1 April 15 and February 1 October 15 (to the holders of record on the July 15 April 1 and January 15 October 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Heritage Property Investment Limited Partnership)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof hereto and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 245th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than during any Blackout Period relating to such Shelf Registration), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 246th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that (1) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.01.5% per annumannum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the continuation of a Blackout Period; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereofthereto), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day two Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August April 1 and February October 1 (to the holders of record on the July March 15 and January September 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. No Additional Interest shall accrue with respect to Notes that are not Registrable Notes.
(c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes the sole damages that will be suffered by Holders of Registrable Notes by reason of the occurrence of any of the events described in Section 4(a)(i)-(iii) hereto.
Appears in 1 contract
Sources: Registration Rights Agreement (Restaurant Co of Minnesota)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section Sec- tion 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, each of the Issuers agree agrees to pay, jointly and severally, as liquidated damages, additional interest ("Additional Interest") on the Registrable Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):below:
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto90th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after any such the Filing DateDate or, in the case of subclause (B), commencing on the 91st day following delivery of the Shelf Notice, Additional Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such applicable Filing Date90th day, and as the case may be, such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC Commission on or prior to the applicable Effectiveness Date applicable to such Shelf RegistrationDate, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days immediately following the day after such the applicable Effectiveness Date, and such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 165th day after the Issue Date Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of the Exchange Offer or (BC) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of Registrable Notes over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 165th day after the Issue Date, Date in the case of (A) above, above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, and such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that ;
(1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable each Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4above), (2) upon the effectiveness of the Exchange Offer Registration Statement or each Shelf Registration, as the applicable Shelf Registration Statement as required hereunder case may be (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of the Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) of this Section 4), above) or upon the effectiveness of the applicable an Exchange Registration Statement or Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4and (C) above), Additional Interest on the any Registrable Notes in respect of which such events relate then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 regular interest payment date specified in the Indenture (to the holders Holders of Registrable Notes of record on the July 15 and January 15 regular record date therefor (as specified in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable NotesNotes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360.
(c) Additional Interest pursuant to this Section 4 shall be the sole and exclusive remedy for any failure by the Issuers to comply with Sections 2, 3 and 5 hereof.
Appears in 1 contract
Additional Interest. (a) The Issuers Company, the Guarantors and the Initial Purchasers Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers Company and the Guarantors fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers Company and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional ---------- Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effectwithout -------- duplication):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of Notes over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days immediately following such applicable the Filing Date, and such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf RegistrationDate, then, commencing on the 151st day after such Effectiveness the Issue Date, Additional Interest shall accrue be accrued on the principal amount of Notes included or that should have been included in such Registration Statement over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if either (A) the Issuers Company and the Guarantors have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 180th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated for a period of 15 consecutive days without being succeeded immediately by an additional Exchange Registration Statement filed and declared effective or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod for a period of 15 consecutive days without being succeeded immediately by an additional Exchange Registration Statement filed and declared effective, then Additional Interest Inter- est shall accrue be accrued on the principal amount of Notes (over and above any interest otherwise payable on the Notes Notes) at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th the 181st day after the Issue Date, in the case of (A) above, or (y) the day such Shelf the Exchange Registration Statement ceases to be effective without being declared effective within five business days thereafter in the case of (B) above, and or (z) the day such Shelf Registration ceases to be effective, in the case of (C) above, such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day periodperiod (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note that is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note); provided, however, that the Additional Interest rate on the Notes any affected Note may -------- ------- not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.02.0% in excess of the original per annumannum interest rate; and provided, further, however, that (1) upon the filing of the applicable -------- ------- Exchange Offer Registration Statement or the applicable a Shelf Registration as required hereunder (in the case of clause (i) above of this Section 44(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 44(a)), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 44(a)), or upon the effectiveness of the applicable Shelf Exchange Registration Statement which that had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4Section 4(a)) or upon the effectiveness of the Shelf Registration that had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the affected Notes 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.
(b) The Issuers Company and the Guarantors shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts ---------- of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually semi-annually on each August May 1 and February November 1 (to the holders of record on the July October 15 and January April 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised consisting of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), ) and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (T Sf Communications Corp)
Additional Interest. (a) The Issuers Issuer and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail Issuer fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Issuer agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):below:
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been filed with the SEC on or prior to the applicable Filing Date applicable thereto or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate the Ex- change Exchange Offer, the Issuers are Issuer is required to file a Shelf Registration Statement and such Shelf Registration is Statement has not been filed with the SEC on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.500.25% per annum for the first 90 days immediately following each such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is Statement has been declared effective by the SEC on or prior to the applicable Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate the Exchange Offer, the Issuers are Issuer is required to file a Shelf Registration Statement and such Shelf Registration is Statement has not been declared effective by the SEC on or prior to the applicable Effectiveness Date applicable with respect to such Shelf RegistrationRegistration Statement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.500.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 165th day after following the Issue Date or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period, then then, Additional Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th 165th day after following the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not under any circumstance accrue under more than one of the foregoing clauses (i), (ii) - and (iii) of this Section 4 and the rate at any one time which Additional Interest accrues on the Notes as a result of the provisions of clauses (i), (ii) and at no time shall the aggregate amount (iii) of additional interest accruing this Section 4 may not exceed in the aggregate 1.0% per annum; provided, provided further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of a Subsequent Shelf Registration Statement in the applicable case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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.
(b) The Issuers Issuer shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”), which notice shall also be at least three business days prior to the date of any payment to be made in accordance with the following sentence. Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 simultaneously with, and February 1 (to the holders of record same persons entitled to receive, stated interest on the July 15 and January 15 immediately preceding such dates)Registrable Notes, commencing with the first such date payment of interest occurring after any such Additional Interest commences to accrue. The amount of Additional Interest payable with respect to Registrable Notes will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Issuers and the Initial Purchasers Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers Issuer fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”"ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effectwithout duplication):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such applicable Filing Date, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.500.35% per annum for the first 90 days immediately following each such applicable required Filing Date, and such Additional Interest rate shall increase by an additional 0.500.35% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4), Additional Interest on the Notes 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.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.of
Appears in 1 contract
Additional Interest. (a) The Issuers Issuer and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail Issuer fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Issuer agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has not been filed on or prior to the Exchange Filing Date applicable thereto Deadline or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are Issuer is required to file a the Initial Shelf Registration Statement and such Initial Shelf Registration is Statement has not been filed on or prior to before the Shelf Filing Date applicable theretoDeadline, then, then commencing on the day after any such (x) the Exchange Filing DateDeadline in the case of clause (A), and (y) the Shelf Filing Deadline in the case of clause (B), Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following such applicable the Exchange Filing DateDeadline or the Shelf Filing Deadline, as the case may be, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is has not been declared effective by the SEC on or prior to the Exchange Effectiveness Date applicable thereto Deadline or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are Issuer is required to file a the Initial Shelf Registration Statement and such Initial Shelf Registration is Statement has not been declared effective by the SEC on or prior to the Shelf Effectiveness Date applicable to such Shelf RegistrationDeadline, then, then commencing on the day after such (x) the Exchange Effectiveness DateDeadline in the case of clause (A), and (y) the Shelf Effectiveness Deadline in the case of clause (B), Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following the day /END after such the Exchange Effectiveness DateDeadline or the Shelf Effectiveness Deadline, as the case may be, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 395th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Shelf Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th 395th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.00.50% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Initial Shelf Registration as required hereunder (in the case of clause (i) above of this Section 44(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Initial Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 44(a)), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 44(a)), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective or upon the effectiveness of a Subsequent Shelf Registration Statement, as the case may be, (in the case of (iii)(B) of this Sec- tion 4Section 4(a)), Additional Interest on the Notes 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. Upon the occurrence of the events described in Section 4(a)(i), 4(a)(ii) or 4(a)(iii), so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Company shall provide a notice in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburg Wort) describing such event giving rise to the obligation to pay liquidated damages. Notwithstanding any other provision of this Section 4, the Issuer shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by this Agreement.
(b) The Issuers Issuer shall notify the Trustee within one business day two Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 January 15 and February 1 July 15 (to the holders Holders of record on the January 1 and July 15 and January 15 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year /END comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Issuers Company and the Initial Purchasers ▇▇▇▇▇ agree that the Holders will suffer damages if the Issuers fail Company fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Company agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”"ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date applicable thereto or (B) notwithstanding that the Issuers have Company has consummated or will consummate the Ex- change Exchange Offer, the Issuers are Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following each such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have Company has consummated or will consummate the Exchange Offer, the Issuers are Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day three years and 185 days after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th day three years and 186 days, as the case may be, after the Issue Datesuch effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; providedPROVIDED, howeverHOWEVER, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iiii)-(iii) at any one time and at no time shall the aggregate amount of additional interest accruing Additional Interest exceed in the aggregate 1.01.00% per annum; providedPROVIDED, furtherFURTHER, howeverHOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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.
(b) The Issuers Company shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”"EVENT DATE"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash the manner set forth in the Notes semiannually on each August June 1 and February December 1 (to the holders of record on the July May 15 and January November 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Marathon Power Technologies Co)
Additional Interest. (a) The Issuers and the Initial Purchasers parties hereto agree that ------------------- the Holders of Transfer Restricted Securities will suffer damages if the Issuers Issuer and the Guarantors fail to fulfill their obligations under Section 2 1 or Section 3 hereof 2, as applicable, and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
if (i) if (A) neither the Exchange Offer Registration Statement nor is not filed with the Initial Shelf Registration has been filed Commission on or prior to 120 days after the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Issue Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 within 150 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th day after the Issue Date, in (iii) the case of Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Date, (Aiv) abovethe Shelf Registration Statement is not filed with the Commission on or by the Shelf Filing Deadline and/or declared effective within 120 days after the Shelf Filing Deadline, or (yv) the day such Shelf Registration ceases Statement is filed by the date of the Shelf Filing Deadline and declared effective within 120 days after the Shelf Filing Deadline but shall thereafter cease to be effective in (at any time that the case of (BIssuer and the Guarantors are obligated to maintain the effectiveness thereof) above, and such Additional Interest rate shall increase without being succeeded within 30 days by an additional 0.50% per annum at the beginning of Registration Statement filed and declared effective (each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing event referred to in clauses (i) - through (iii) at any v), a "Registration Default"), the Issuer and the -------------------- Guarantors will jointly and severally be obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one time and at no time shall the aggregate or more such Registration Defaults, in an amount equal to $ 0.192 per week per $1,000 principal amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause Transfer Restricted Securities held by such Holder until (i) above of this Section 4)the applicable Registration Statement is filed, (2ii) upon the effectiveness of the Exchange Offer Registration Statement or is declared effective and the applicable Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), is declared effective or (3iv) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof)again becomes effective, as the case may be. Following the cure of all Registration Defaults, shall cease the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" ------------------------------ means each Security until the earliest to accrue.
occur of (bi) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs such Security has been exchanged for a freely transferable Exchange Security in respect the Registered Exchange Offer, (ii) the date on which it has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which Additional Interest it is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), neither the Issuer nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be paid (an “Event Date”). Any amounts of Additional Interest due provided by it, if any, pursuant to (a)(iSection 4(n), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Hanover Compressor Co /)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.50% per annum for the first 90 days immediately following each such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) or if (A) the Issuers have not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 185th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th day 186th day, as the case may be, after the Issue Datesuch effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iiii)-(iii) at any one time and at no time shall the aggregate amount of additional interest accruing Additional Interest exceed in the aggregate 1.01.00% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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.
(b) . The Issuers shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August June 1 and February 1 December 1, (to the holders of record on the July May 15 and January November 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Marathon Power Technologies Co)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.5% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.500.5% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.5% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.500.5% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 30th day after the Issue Date Exchange Offer Registration Statement is declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod for a period of ten consecutive days without being succeeded by an effective Shelf Registration Statement, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.5% per annum for the first 90 days commencing on the (x) 226th 31st day after the Issue DateExchange Offer Registration Statement is declared effective, in the case of (A) above, or (y) the 11th day after such Shelf Registration ceases to be effective effective, in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.500.5% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.02.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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. Additional Interest will not accrue with respect to a Shelf Registration Statement during any period in which the Issuers suspend the effectiveness or use of such Shelf Registration Statement in accordance with the terms of Section 3(a) hereof.
(b) The Issuers shall notify the Trustee within one business day Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually semi-annually on each August 1 the interest payment dates specified in the Indenture and February 1 (the Notes to the holders of record on as specified in the July 15 and January 15 immediately preceding such dates)Indenture, commencing with the first such interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised composed of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Issuers acknowledge and the Initial Purchasers agree that the Holders of Registrable Units will suffer damages if the Issuers fail to fulfill their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, pay additional cash interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.500.25% per annum of the principal amount of such Notes for the first 90 days immediately following such applicable the Filing Date, and such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.500.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or;
(iii) if (A) the Issuers have not exchanged Exchange Notes Units for all Notes Units validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day 30 days after the Issue Date or Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the expiration of 20 Business Days thereafter, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during prior to the Effectiveness Periodsecond anniversary of its effective date (other than such time as all Units have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to Section 6(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the principal amount of the Notes Notes, over and above any stated interest, at a rate of 0.500.25% per annum for of the first 90 days principal amount of such Notes commencing on (w) the (x) 226th 31st day after the Issue Effectiveness Date, in the case of (A) above, or (yx) the day such Shelf date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at or (y) the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.01.00% per annum; provided, and provided further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Initial Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Initial Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of the Exchange Notes Units for all Notes Units tendered (in the case of clause (iii)(A) of this Section 4above), or upon the effectiveness of the applicable Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(Biii)(C) of this Sec- tion 4above), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day 5 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record cash, on the July 15 dates and January 15 immediately preceding in the manner provided in the Indenture and whether or not any cash interest would then be payable on such dates)date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Phibro Animal Health Corp)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes Securities (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.500.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.500.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 30th business day after from the Issue Date date the Exchange Offer Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th 30th business day after from the Issue Datedate the Exchange Offer Registration Statement was declared effective, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes Securities may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4), Additional Interest on the Notes 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.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.of
Appears in 1 contract
Sources: Registration Rights Agreement (Appliance Warehouse of America Inc)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional cash interest on the Notes Registrable Securities (“whether or not cash interest is then payable on the Registrable Securities in accordance with the Indenture) ("Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effecteffect and shall not be duplicative):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has not been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Initial Shelf Registration and such Shelf Registration is has not been filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Datedate by which it is required to be filed pursuant to Section 3(a) hereof, Additional Interest shall accrue on the principal amount of Registrable Securities over and above the Notes stated cash interest rate (if any) at a rate of 0.50% 25 basis points per annum for the first 90 days immediately following the Filing Date or such applicable Filing Daterequired date, and as the case may be, such Additional Interest rate shall increase increasing by an additional 0.50% 25 basis points per annum at the beginning of each subsequent 90-day period; or;
(ii) if (AAdditional Interest is not then accruing pursuant to Section 4(a)(i) neither and the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable or the Initial Shelf Registration is not declared effective on or prior to such Shelf Registration, then, commencing on the 120th day after such Effectiveness Datefiling thereof, Additional Interest shall accrue on the principal amount of Registrable Securities included or which should have been included in such Registration Statement over and above the Notes stated cash interest rate (if any) at a rate of 0.50% 25 basis points per annum for the first 90 days immediately following the day after such the Effectiveness Date, and such Additional Interest rate shall increase increasing by an additional 0.50% 25 basis points per annum at the beginning of each subsequent 90-day period; orand
(iii) if Additional Interest is not then accruing pursuant to Section 4(a)(i) and 4(a)(ii) and (A) the Issuers have not exchanged Exchange Notes Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after Consummation Date (including by reason of the Issue Date Exchange Registration Statement ceasing to be effective) or (B) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue be accrued on the principal amount of Registrable Securities (over and above the Notes stated cash interest rate (if any) otherwise payable on the Registrable Securities) at a rate of 0.50% 25 basis points per annum for the first 90 days commencing on the (x) 226th 210th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective effective, in the case of (B) above, and such Additional Interest rate shall increase increasing by an additional 0.50% 25 basis points per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes Registrable Securities may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% 100 basis points per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable a Shelf Registration as required hereunder (in the case of clause (ia)(i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (iia)(ii) of this Section 4), or (3) upon the exchange of the Exchange Notes Securities for all Notes tendered (in the case of clause (iii)(Aa)(iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(Ba)(iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes in respect of which such events relate Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one five business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of The Issuers shall pay the Additional Interest due pursuant on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date (or the calendar date which would be a semi-annual interest payment date if cash interest were then payable on the Registrable Securities) immediately available funds in sums suffi- cient to (a)(i), (a)(ii) or (a)(iii) pay the Additional Interest then due to Holders of this Section 4 will Registrable Securities. The Additional Interest amount due shall be payable in cash semiannually on each August 1 and February 1 (such date to the holders record Holder of record Registrable Securities on the July 15 and January 15 March 1 or September 1, as the case may be, immediately preceding such datessemi-annual interest payment date (or the calendar date which would be a semi-annual interest payment date if cash interest were then payable on the Registrable Securities), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying applying the applicable Additional Interest rate by to the principal amount at maturity of the affected Registrable NotesSecurities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed). Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes the sole and exclusive remedy for a breach of Sections 2 or 3 and is a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Registration Statement to be filed or declared effective, and an Exchange Offer to be consummated or a Shelf Registration to remain effective, as the denominator of which is 360case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Frontiervision Holdings Capital Ii Corp)
Additional Interest. (a) The Issuers If, at any time during the six-month period beginning on, and including, the Initial Purchasers agree date that is six months after the last date of original issuance of the Securities, the Company fails to timely file any document or report that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than current reports on Form 8-K), or the Securities are not otherwise freely tradable by Holders other than the Company’s Affiliates or Persons that were Affiliates of the Company during the immediately preceding three months as a Shelf Registration and such Shelf Registration is not filed on result of restrictions pursuant to U.S. securities law or prior to the Filing Date applicable theretoterms of this Indenture or the Securities, then, commencing the Company shall pay Additional Interest on the day after any such Filing Date, Additional Interest shall accrue on Securities at the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of Securities outstanding for each day during such period for which the Notes Company’s failure to file has occurred and is continuing. In no event shall Additional Interest (including any Additional Interest that may accrue under Section 7.03) accrue at a rate per year in excess of 0.50% per annum pursuant to the Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. Notwithstanding the foregoing, no Additional Interest will accrue or be payable under this Section 3.08 for each day on which the Company makes available to Holders an effective registration statement permitting the resale of the Securities and the shares of Common Stock issued upon conversion thereof. After the Company has made available such an effective shelf registration statement for the first 90 days immediately six-month period described above, no further Additional Interest will be payable under this Section 3.08. Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the day same manner as regular interest on the Securities. No Additional Interest will accrue after such Effectiveness Datesix-month period, and regardless of whether such failure has occurred or is continuing. The Company will not pay any Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) or other amounts on Common Stock, if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Date or (B) if applicableany, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) received upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4), Additional Interest on the Notes 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 accrueconversion.
(b) The Issuers Company shall notify use its reasonable best efforts to cause the Securities to be assigned an unrestricted CUSIP number as of the 366th day after the last date of original issuance of the Securities.
(c) If Additional Interest is payable by the Company pursuant to this Section 3.08 or Section 7.03, the Company shall deliver to the Trustee within one business day after each an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and every (ii) the date on which an event occurs in respect of which such Additional Interest is required to be paid (an “Event Date”)payable. Any amounts Unless and until a Trust Officer of the Trustee receives such a certificate, the Trustee may assume without inquiry that no Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (is payable. If the Company has paid Additional Interest directly to the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences persons entitled to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fractionit, the numerator Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360payment.
Appears in 1 contract
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to payIssuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Notes Registrable Securities (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effecteffect and shall not be duplicative except as otherwise provided below):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of Registrable Securities over and above the Notes stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following such applicable the Filing Date, and such Additional Interest rate shall increase increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period; or;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue be accrued on the principal amount of Registrable Securities included or which should have been included in such Registration Statement over and above the Notes stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following the day after such the Effectiveness Date, and such Additional Interest rate shall increase increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Issuers have Company has not exchanged Exchange Notes Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, a the Shelf Registration has been declared effective effec- tive and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue be accrued on the principal amount of Registrable Securities (over and above any interest otherwise payable on the Notes Registrable Securities) at a rate of 0.50.25% per annum for the first 90 days commencing on the (x) 226th 251st day after the Issue Date, in the case of (A) above, or (y) the day such Shelf the Exchange Registration Statement ceases to be effective in the case of (B) above, and or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate shall increase increasing by an additional 0.50.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes Registrable Securities may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable a Shelf Registration as required hereunder (in the case of clause (i) above of this Section 44(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 44(a)), or (3) upon the exchange of the Exchange Notes Securities for all Notes tendered (in the case of clause (iii)(A) of this Section 44(a)), or upon the effectiveness of the applicable Shelf Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4Section 4(a)), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the Notes in respect of which such events relate Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It is understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Issuers Company shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of The Issuers shall pay the Additional Interest due pursuant on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to (a)(i), (a)(ii) or (a)(iii) pay the Additional Interest then due to Holders of this Section 4 will Registrable Securities. The Additional Interest amount due shall be payable in cash semiannually on each August 1 and February 1 (inter- est payment date to the holders record Holder of record Registrable Securities entitled to receive the interest payment to be made on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrueas set forth in the Indenture. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable NotesSecurities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsedelapsed including the first day but excluding the last day of such period), and and, the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Issuers Company and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers fail Company fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Company agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes Registrable Securities (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effecteffect and shall not be duplicative):
(i) if the Exchange Registration Statement (A) neither or, if the Exchange Offer Registration Statement nor is not permitted under applicable law or SEC policy, the Initial Shelf Registration Registration) has not been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of Registrable Securities over and above the Notes stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following such applicable the Filing Date, and such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement is declared effective by the SEC nor the Shelf Registration is filed with the SEC on or prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Issuers have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Date or Consummation Date, (B) if applicable, a the Shelf Registration has not been declared effective and on or prior to the Consummation Date or (C) if applicable, such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of Registrable Securities (over and above any interest otherwise payable on the Notes Registrable Securities) at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th 166th day after the Issue Date, in the case of (A) or (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (BC) above, and such Additional Interest rate shall increase increasing by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes Registrable Securities may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Registration Statement (or, if the Exchange Offer Registration Statement is not permitted under applicable law or SEC policy, the applicable Initial Shelf Registration Registration) as required hereunder (in the case of clause (i) above of this Section 44(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable filing of the Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 44(a)), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 44(a)), or upon the effectiveness of the applicable Shelf Registration Statement (in the case of clause (iii)(B) of this Section 4(a)) or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of clause (iii)(Biii)(C) of this Sec- tion 4Section 4(a)), Additional Interest on the Notes in respect of which such events relate Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It being understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration, no Additional Interest shall accrue on such Registrable Security.
(b) The Issuers Company shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of The Company shall pay the Additional Interest due pursuant on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to (a)(i), (a)(ii) or (a)(iii) pay the Additional Interest then due to Holders of this Section 4 will Registrable Securities. The Additional Interest amount due shall be payable in cash semiannually on each August 1 and February 1 (interest payment date to the holders record Holder of record Registrable Securities entitled to receive the interest payment to be made on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrueas set forth in the Indenture. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable NotesSecurities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and and, the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, or the Exchange Offer to be consummated, or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Prime Foods Development Corp)
Additional Interest. (a) The Issuers Issuer and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail Issuer fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Issuer agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date applicable thereto or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate the Ex- change Exchange Offer, the Issuers are Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following each such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate the Exchange Offer, the Issuers are Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 45th day after the Issue Date date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 46th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4), Additional Interest on the Notes 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.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 and February 1 (to the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.,
Appears in 1 contract
Sources: Registration Rights Agreement (Costilla Energy Inc)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof hereto and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 180th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than during any Blackout Period relating to such Shelf Registration), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 181st day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; providedPROVIDED, howeverHOWEVER, that (1) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.01.5% per annumannum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the continuation of a Blackout Period; providedPROVIDED, furtherFURTHER, howeverHOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereofthereto), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day two Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”"EVENT DATE"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 June 15 and February 1 December 15 (to the holders of record on the July 15 June 1 and January 15 December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. No Additional Interest shall accrue with respect to Notes that are not Registrable Notes.
(c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes the sole damages that will be suffered by Holders of Registrable Notes by reason of the occurrence of any of the events described in Section 4(a)(i)-(iii) hereto.
Appears in 1 contract
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to payagree, jointly and severally, as liquidated damages, severally to pay additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):below:
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is has been declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if either (A) the Issuers have not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day 45 days after the Issue Date date on which the Exchange Registration Statement was declared effective or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period; (each such events referred to in clauses (i) through (iii) above is a "Registration Default"), then Additional Interest shall accrue on the principal amount sole remedy available to holders of the Notes at a rate will be the immediate accrual of 0.50% Additional Interest as follows: the per annum for interest rate on the Notes will increase by 50 basis points during the first 90 days commencing on 90-day period following the (x) 226th day after occurrence of a Registration Default until it is waived or cured; and the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest per annum interest rate shall will increase by an additional 0.50% per annum at the beginning of 25 basis points for each such subsequent 90-day period; providedperiod during which the Registration Default remains uncured, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of up to a maximum additional interest accruing exceed in the aggregate 1.0% rate of 200 basis points per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Initial Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable a Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), above) or (3) upon the exchange of the Exchange Notes for all Notes tendered tendered, or the effectiveness of a Shelf Registration, (in the case of clause (iii)(A) of this Section 4above), or upon the effectiveness of the applicable Exchange Registration Statement which had ceased to remain effective, or the effectiveness of a Shelf Registration, (in the case of (iii)(B) above), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(Biii)(C) of this Sec- tion 4above), Additional Interest on the Notes in respect of which such events relate as a result of such clause (i), (ii) or (iii) (or the relevant subclause thereof), as the case may be, shall cease to accrueaccrue and the interest rate on the Notes will revert to the interest rate originally borne by the Notes. Notwithstanding the foregoing, no Additional Interest will be payable with respect to a Registration Default described in clause (iii)(C) above if, pending a material corporate transaction, the Company issues a notice that the Registration Statement, or the Prospectus contained therein, is unusable, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve month period for which the Registration Statement, or the Prospectus contained therein, is unusable pursuant to all such notices has not exceeded 60 days in the aggregate; provided, however, the aggregate number of days in any consecutive two month period for which the Registration Statement, or the Prospectus contained therein, is unusable pursuant to all such notices has not exceeded 30 days in the aggregate.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually semi-annually on each August February 1 and February August 1 (to the holders Holders of record on the July January 15 and January July 15 immediately preceding such dates), ) commencing with the first such date occurring after any such Additional Interest commences to accrueaccrue by depositing with the Trustee, in trust for the benefit of the Holders, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Entex Information Services Inc)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent the immediately following 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent the immediately following 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 210th day after the Issue Date Date; provided, however, that if such 210th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be con- summated not later than the next succeeding Business Day' or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 211th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent the immediately following 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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 provision of this Section 4, the Issuer shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Issuers shall notify the Trustee within one business day Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 March 15 and February 1 September 15 (to the holders of record on the July 15 March 1 and January 15 September 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Dole Food Company Inc)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf RegistrationRegistration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 90th day after the Issue Date date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 226th 91st day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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 provision of this Section 4, the Issuers shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Issuers shall notify the Trustee within one business day Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each February 15 and August 1 and February 1 15 (to the holders of record on the July 15 February 1 and January 15 August 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. (a) The Issuers Issuer and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail Issuer fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Issuer agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date applicable thereto or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate the Ex- change Exchange Offer, the Issuers are Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following each such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate the Exchange Offer, the Issuers are Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 45th day after the Issue Date date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 46th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.02.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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.
(b) The Issuers Issuer shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August February 1 and February August 1 (to the holders of record on the July January 15 and January July 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Ad- ditional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Ad- ditional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Standard Commercial Corp)
Additional Interest. (a) The Issuers Company and the Initial Purchasers Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers fail Company fails to fulfill their obligations its obligation under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Company agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effectwithout duplication):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of Notes over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days immediately following such applicable the Filing Date, and such Additional Interest rate shall increase increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf RegistrationDate, then, commencing on the 136th day after such Effectiveness the Issue Date, Additional Interest shall accrue be accrued on the principal amount of Notes included or that should have been included in such Registration Statement over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; orand
(iii) if either (A) the Issuers have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 180th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue be accrued on the principal amount of Notes (over and above any interest otherwise payable on the Notes Notes) at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th the 181st day after the Issue Date, in the case of (A) above, or (y) the day such Shelf the Exchange Registration Statement ceases to be effective without being declared effective within five business days in the case of (B) above, and or (z) the day such Shelf Registration ceases to be effective, in the case of (C) above, such Additional Interest rate shall increase increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day periodperiod (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note that is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note); provided, however, that the Additional Interest rate on the Notes any affected Note may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.02.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable a Shelf Registration as required hereunder (in the case of clause (i) above of this Section 44(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 44(a)), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 44(a)), or upon the effectiveness of the applicable Shelf Exchange Registration Statement which that had ceased to remain effective (in the case of (iii)(B) of this Sec- tion 4Section 4(a)) or upon the effectiveness of the Shelf Registration that had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the affected Notes 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.
(b) The Issuers Company shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually semi-annually on each August 1 December 31 and February 1 June 30 (to the holders of record on the July December 15 and January June 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised consisting of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), ) and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Systems Applications International Inc)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof hereto and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 45th day after the Issue Date date of the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than during any Blackout Period relating to such Shelf Registration), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 46th day after the Issue Datedate of the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, in the case of (A) aboveas applicable, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that (1) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.01.5% per annumannum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the continuation of a Blackout Period; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereofthereto), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day two Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each February 15 and August 1 and February 1 15 (to the holders of record on the July 15 February 1 and January 15 August 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. No Additional Interest shall accrue with respect to Notes that are not Registrable Notes.
(c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes the sole damages that will be suffered by Holders of Registrable Notes by reason of the occurrence of any of the events described in Section 4(a)(i)-(iii) hereto.
Appears in 1 contract
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree agree, to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”"ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-90 day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-90 day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 45th day after the Issue Date date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 46th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-90 day period; providedPROVIDED, howeverHOWEVER, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iiii)-(iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; providedPROVIDED, furtherFURTHER, howeverHOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”"EVENT DATE"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 June 15 and February 1 December 15 (to the holders of record on the July 15 June 1 and January 15 December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“"Additional Interest”") ------------------- under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% 0.50'-. per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% 0.5006 per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 45th day after the Issue Date date on which the Exchange Offer Registration Statement relating thereto was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 46th day after the Issue Datesuch effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that ;
(1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i4) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in it the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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.
(b) The Issuers shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of ---------- Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will shall be payable in cash semiannually semi-annually on each August 1 and February 1 interest payment date with respect to the Notes (to the holders Holders of record on the July 15 and January 15 immediately preceding such datesrecord date with respect thereto), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-–day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-–day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 180th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod (other than during any Blackout Period relating to such Shelf Registration and as permitted in the proviso in Section 5(b)), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 181st day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.500.25% per annum at the beginning of each such subsequent 90-–day period; provided, however, that (1) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annumannum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the continuation of a Blackout Period; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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.
(b) The Issuers shall notify the Trustee within one business day two Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August June 1 and February December 1 (to the holders of record on the July May 15 and January November 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. No Additional Interest shall accrue with respect to Notes that are not Registrable Notes.
(c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes the sole damages that will be suffered by Holders of Registrable Notes by reason of the occurrence of any of the events described in Section 4(a)(i)-(iii) hereof.
Appears in 1 contract
Additional Interest. (a) The Issuers and the Initial Purchasers Purchaser agree that the Holders of Securities will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers jointly and severally agree to pay, jointly and severally, as liquidated damagesdamages and as set forth in the Indenture and the Notes, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effectsuch event referred to in clauses (i) through (v) below, a “Registration Default”):
(i) if (A) neither the Exchange Offer Registration Statement nor has not been filed with the Initial SEC on or prior to the Filing Date;
(ii) if the Exchange Offer Registration Statement has not been declared effective on or prior to the Effectiveness Date;
(iii) if the Exchange Offer has not been consummated within 240 days after the Issue Date;
(iv) if the Shelf Registration has not been filed on or prior to the Shelf Filing Date applicable thereto or (B) notwithstanding that declared effective within 150 days following the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount delivery of the Notes at a rate of 0.50% per annum for Shelf Notice, as the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day periodcase may be; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iiiv) if (A) the Issuers have not exchanged Exchange Notes Offer Registration Statement has been declared effective but ceases to be effective for all Notes validly tendered in accordance a period of 15 consecutive days without being succeeded immediately by any additional Registration Statement filed with the terms of SEC and declared effective at any time prior to the time that the Exchange Offer on or prior to the 225th day after the Issue Date is consummated or (B) if applicable, a the Shelf Registration or any Subsequent Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness PeriodPeriod for a period of 15 consecutive days without being succeeded immediately by any additional Registration Statement filed and declared effective, then Additional Interest shall accrue on the principal amount of Notes over and above the interest rate then applicable to the Notes on each day during the first 90-day period immediately following the occurrence of such Registration Default, at a rate equal to 25 basis points (0.25%) per annum. The amount of 0.50% per annum for the first 90 days commencing on the (x) 226th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall will increase by an additional 0.50% 25 basis points (0.25%) per annum at the beginning of during each such subsequent 90-day period; period until the applicable Registration Statement is filed, the applicable Registration Statement is declared effective, the Exchange Offer is consummated or the applicable Registration Statement again becomes effective, as the case may be, provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses exceed 100 basis points (i1.00%) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4above), or (3) upon the exchange consummation of the Exchange Notes for all Notes tendered Offer (in the case of clause (iii)(Aiii) of this Section 4above), (4) upon the filing of the Shelf Registration or upon the effectiveness of a Shelf Registration, as applicable (in the applicable Shelf case of (iv) above), or (5) upon the effectiveness of the Exchange Offer Registration Statement which had ceased to remain effective (in the case of (iii)(Bv)(A) of this Sec- tion 4above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(B) above), the interest rate borne by the Notes, including Additional Interest, will be reduced by the amount of Additional Interest on the Notes in respect of which such events relate as a result of such clause (i), (ii), (iii), (iv) or (v) (or the relevant subclause thereof), as the case may be. Notwithstanding the foregoing, the Issuers shall cease not be required to accruepay such Additional Interest with respect to the Registrable Securities held by a Holder if the applicable Registration Default arises from the failure of the Issuers to file, or cause to become effective, a Shelf Registration Statement within the time periods specified in this Section 4 by reason of the failure of such Holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any Prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the NASD or the SEC may request in connection with such Shelf Registration Statement or (iii) is required to comply with the agreements of such Holder contained in the penultimate paragraph of Section 5 to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective.
(b) The Issuers Company shall notify the Trustee within one business day three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid Registration Default (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(ii), (a)(iiii), (iii), (iv) or (a)(iiiv) of this Section 4 4(a) hereof will be payable in cash semiannually quarterly on each August 1 January 15, April 15, July 15 and February 1 October 15, (to the holders of record on the January 1, April 1, July 15 1 and January 15 October 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes making up the Registrable NotesSecurities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Radnor Holdings Corp)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes Securities (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 30th day after the Issue Effectiveness Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th 31st day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes Securities may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.02.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes Securities for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 June 15 and February 1 December 15 (to the holders of record on the July 15 June 1 and January 15 December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable NotesSecurities, 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Issuers and the Initial Purchasers Purchaser agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes Securities (“Additional Interest”"ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.500.5% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.500.5% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.500.5% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.500.5% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th 30th day after the Issue Effectiveness Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes Securities at a rate of 0.500.5% per annum for the first 90 days commencing on the (x) 226th 31st day after the Issue Effectiveness Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.500.5% per annum at the beginning of each such subsequent 90-day period; providedPROVIDED, howeverHOWEVER, that the Additional Interest rate on the Notes Securities may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; providedPROVIDED, furtherFURTHER, howeverHOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes Securities for all Notes Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), Additional Interest on the Notes 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.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”"EVENT DATE"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each August 1 May 15 and February 1 November 15 (to the holders of record on the July 15 May 1 and January 15 November 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable NotesSecurities, 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Inn of the Mountain Gods Resorts & Casino)
Additional Interest. (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to payIssuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Notes Registrable Securities (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effecteffect and shall not be duplicative except as otherwise provided below):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of Registrable Securities over and above the Notes stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following such applicable the Filing Date, and such Additional Interest rate shall increase increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period; or;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of Registrable Securities included or which should have been included in such Registration Statement over and above the Notes stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following the day after such the Effectiveness Date, and such Additional Interest rate shall increase increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period; orand
(iii) if (A) the Issuers have Company has not exchanged Exchange Notes Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of Registrable Securities (over and above the Notes stated interest rate otherwise payable on the Registrable Securities) at a rate of 0.50.25% per annum for the first 90 days commencing commenc- ing on the (x) 226th 151st day after the Issue Date, in the case of (A) above, or (y) the day such Shelf the Exchange Registration Statement ceases to be effective in the case of (B) above, and or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate shall increase increasing by an additional 0.50.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes Registrable Securities may not accrue under more than one of the foregoing clauses (i) - (iii) exceed at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable a Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes Securities for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Sec- tion Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Notes in respect of which such events relate Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It is understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement (regardless of whether a Blocking Period is in effect), no Additional Interest shall accrue on such Registrable Security.
(b) The Issuers Company shall notify the Trustee within one three business day days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). Any amounts of The Issuers shall pay the Additional Interest due pursuant on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to (a)(i), (a)(ii) or (a)(iii) pay the Additional Interest then due to Holders of this Section 4 will Registrable Securities. The Additional Interest amount due shall be payable in cash semiannually on each August 1 and February 1 (such date to the holders record Holder of record Registrable Securities on June 1 or December 1, as the July 15 and January 15 case may be, immediately preceding such datessemi-annual interest payment date (or the calendar date which would be a semi-annual interest payment date if cash interest were then payable on the Registrable Securities), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable NotesSecurities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsedelapsed including the first day but excluding the last day of such period), and and, the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, an Exchange Offer to be consummated or a Shelf Registration to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Issuers Company and the Initial Purchasers Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers fail Company fails to fulfill their its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree Company agrees to pay, jointly and severally, as liquidated damagesdamages and as the sole and exclusive remedy therefor, additional interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each of which shall be given independent effect):below:
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial or Shelf Registration has been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration Statement is not filed within 45 days following the Issue Date Additional Interest shall accrue on or prior to the Filing Date applicable thereto, then, Notes over and above the stated interest at a rate of 0.50% per annum for the first 30 days commencing on the 46th day after any the Issue Date, such Filing Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period; or
(ii) if the Exchange Offer Registration Statement or Shelf Registration Statement is not declared effective within 150 days following the Issue Date, Additional Interest shall accrue on the principal amount of Notes over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and commencing on the 151st day after the Issue Date such Additional Interest rate shall increase increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 9030-day period; or
(iii) if (A) the Issuers have Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day 180 days after the Issue Date or (B) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, a the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during prior to the Effectiveness Periodsecond anniversary of the Issue Date (unless all the Notes have been sold thereunder), then Additional Interest shall accrue on the principal amount of Notes over and above the Notes stated interest at a rate of 0.50% per annum for the first 90 30 days commencing on the (x) 226th the 181st day after the Issue DateDate with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (y) the day the Exchange Offer Registration Statement ceases to be effective or usable for its intended purpose in the case of (B) above, or (z) the day such Shelf Registration Statement ceases to be effective in the case of (BC) above, and such Additional Interest rate shall increase increasing by an additional 0.50% per annum at the beginning of each such subsequent 9030-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) - or (iii) at any one time and at no time shall the aggregate amount of additional interest accruing above, may not exceed in the aggregate 1.02.0% per annum; provided, and provided further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder Statement (in the case of clause (i) above of this Section 4above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4above), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4above), or upon the effectiveness of the applicable Exchange Offer Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(Biii)(C) of this Sec- tion 4above), Additional Interest on the Notes 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.
(b) The Issuers Company shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”"). The Company shall pay the Additional Interest due on the transfer restricted Notes by depositing with the paying agent (which shall not be the Company for these purposes) for the transfer restricted Notes, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next interest payment date specified by the Indenture (or such other indenture), sums sufficient to pay the Additional Interest then due. Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Notes in cash semiannually semi-annually on each August 1 and February 1 interest payment date specified by the Indenture (or such other indenture) to the record holders of record entitled to receive the interest payment to be made on the July 15 and January 15 immediately preceding such dates)date, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the affected Registrable NotesNotes of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 360-day year comprised of twelve 30 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Mentus Media Corp)