Additional Interest. (a) The Issuers and the Initial 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 agrees to pay, 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; (ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and (iii) if (A) the 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 180th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate 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 exceed in the aggregate 1.50% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), 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 and the Initial Purchaser 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 agrees agree 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 an Exchange 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 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of 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 applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th 225th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st 226th 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 increasing 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 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 1.501.0% per annum; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Sec- tion 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 semi-annually semiannually on each regular interest payment date specified in the Indenture August 1 and February 1 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) July 15 and January 15 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 Notes subject theretoRegistrable 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 monthsmonths 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 Purchaser 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, each of the Issuers Issuer agrees to pay, as liquidated damages, additional interest on the Registrable Notes ("Additional InterestADDITIONAL 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 a Demand Registration Statement nor the Initial Shelf Registration has not been filed on or prior to the its Demand Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange OfferDeadline, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), then commencing on the day after the such Demand Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDeadline, Additional Interest shall accrue be accrued on the Registrable Notes to be covered by such Demand Registration Statement over and above the stated 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 the such Demand Filing Date or such 45th day, as the case may beDeadline, such Additional Interest rate 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;
(ii) if (A) neither the Exchange such Demand Registration Statement nor the Initial Shelf Registration is has not been declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, then commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue be accrued on the Registrable Notes included in such Demand Registration Statement over and above the stated 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 the applicable such Effectiveness Date, such Additional Interest rate 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; and
(iii) if (A) the 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 180th day after the Issue DatePROVIDED, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing 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 Registrable Notes any Note may not exceed at any one time in the aggregate 1.501.0% per annumannum on the Accreted Value of such Registrable Notes; provided further PROVIDED, FURTHER 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, FURTHER, that (1) upon the filing of the Exchange a Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange a Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange effectiveness of Exchange Notes for all Registrable Notes tendered a substitute Registration Statement (in the case of (iii)(Aiii) above), or (4) or upon the effectiveness preparation of an Exchange Registration Statement 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 Shelf Registration which had ceased to remain effective before the Offering Memorandum Deadline) (in the case of (iii)(B) and (Civ) above), Additional Interest on any such Registrable Notes 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 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 accrue semi-annually on each regular interest payment date specified in the Indenture July 1, and January 1 (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such dateseach an "ADDITIONAL INTEREST PAYMENT DATE"), 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 Notes 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-day year comprised of twelve 30-day months. 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 form of Exhibit A to the Indenture. The Accreted Value of 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 Company and the Initial Purchaser 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, each of the Issuers Company agrees to pay, 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 applicable Filing Date or (B) notwithstanding that the Issuers have Company has consummated or will consummate an the 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 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the each such Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 Commission on or prior to the relevant Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have Company has consummated or will consummate an the Exchange Offer, the Issuers are Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness DateDate in respect of such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of 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 applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the 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 180th day after following the Issue Date, Date or (B) the Exchange Offer Registration Statement ceases to be effective prior to consummation of or the Exchange Offer or (C) if applicable, a 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date Date, in the case of (A) above above, or (y) the 16th day after such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, and such Additional Interest rate increasing 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 Registrable Notes may not exceed at any one time in the aggregate 1.501.0% per annum; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an the applicable Exchange Offer Registration Statement or Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 semi-annually on each regular the interest payment date dates specified in the Indenture (to the Holders of Registrable Notes holders of record on the 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 Notes subject theretoRegistrable 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 monthsmonths 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 Each Issuer and the Initial Purchaser Purchasers agree that the Holders of Registrable Notes 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, each of the Issuers agrees agree to pay, as liquidated damages, additional interest on the Registrable 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeDate, then, in the case of subclause (A), commencing on the 91st day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeIssue Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may beDate, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange 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 an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the 151st day after such applicable Effectiveness the Issue Date, Additional Interest shall accrue on the Registrable Notes 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 day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has 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 180th 195th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of 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 on the Registrable Notes (over and above the stated any interest otherwise payable on such Securities) at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st the 196th day after the Issue Date with respect to the Securities validly tendered and not exchanged by the Issuers, in the case of (A) above above, or (y) the day such the Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate 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 any affected Security may not exceed in the aggregate 1.501.00% per annum; provided further and provided, further, that (1) upon the filing of the Exchange Registration Statement or each a Shelf Registration (in the case of clause (i) aboveof this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or each the Shelf Registration, as the case may be Registration (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of Exchange Notes Securities for all Registrable Notes Securities tendered and not validly withdrawn (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(Aiii)(B) above) of this Section 4(a)), or upon the effectiveness of an Exchange Registration Statement or the Shelf Registration which had ceased to remain effective (in the case of (iii)(Biii)(C) and (C) aboveof this Section 4(a)), Additional Interest on any Registrable Notes then accruing Additional Interest the 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 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 semi-annually on each regular interest payment date specified in the Indenture February 1 and August 1 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) January 15 and July 15 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 Notes subject theretoaffected Registrable Securities 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-day year comprised of twelve 30-day monthsmonths 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 Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of August 29, 2003, among Dex Media West LLC, Dex Media West Finance, and the Initial Purchaser agree Purchasers named therein and, as of the Acquisition Date, Dex Media West (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Holders of Registrable Notes will suffer damages Exchange Offer is not completed or, if required by 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 terms of the Issuers agrees to payRegistration Agreement, 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 Shelf Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that 270th day following the Issuers have consummated or will consummate an Exchange OfferAcquisition, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue interest rate on the Registrable Notes over and above the stated interest at a rate of 0.50Securities will be increased by 0.25% per annum for the first 90 days immediately following the 90-day after the applicable Effectiveness Date, such Additional Interest rate increasing period and will increase by an additional 0.500.25% per annum at the beginning of with respect to each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of period until the Exchange Offer on is completed or prior to the 180th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) if applicable, a Shelf Registration has been Statement, if required thereby, is declared effective and such Shelf Registration ceases to be effective at any time during by the Effectiveness Period, then Additional Interest shall accrue on SEC or the Registrable Notes over and above Securities become freely tradable under the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day periodSecurities Act; provided, however, that in no event will such additional interest exceed 1.00%. If the Additional Interest Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 60 consecutive days or more than 90 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Notes may not Securities will be increased by 1.00% per annum commencing on the 61st or 91st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the aggregate 1.50% per annum; provided further that (1) upon same manner as interest payments on the filing Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the Exchange Registration Statement or each Shelf Registration (in the case amount of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), and the denominator of which is 360additional interest.
Appears in 2 contracts
Sources: Indenture (Dex Media West LLC), Indenture (Dex Media Inc)
Additional Interest. (a) The Issuers Company and the Initial Purchaser Purchasers agree that the Holders of Registrable Notes 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, each of the Issuers Company agrees to pay, as liquidated damages, additional interest on the Registrable Notes 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes Securities over and above the stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may beDate, such Additional Interest rate increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange 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 an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the 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 180th day after the Issue Date, Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of 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 Registrable Notes Securities (over and above any interest otherwise payable on the stated interest Registrable Securities) at a rate of 0.50.25% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date Date, in the case of (A) above above, or (y) the day such the Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate 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 Registrable Notes -------- ------- Securities may not exceed at any one time in the aggregate 1.501.0% per annum; provided further and provided, further, that (1) upon the filing of the Exchange Registration -------- ------- Statement or each a Shelf Registration as required hereunder (in the case of clause (i) aboveof this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or each the Shelf Registration, Registration as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of Exchange Notes Securities for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(Biii)(C) and (C) aboveof this Section 4), Additional Interest on any the Registrable Notes then accruing Additional Interest 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 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders record Holder of Registrable Notes of record Securities entitled to receive the interest payment to be made on the regular record such date therefor (as specified set forth 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 Notes subject theretoaffected Registrable Securities 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-day year comprised of twelve 30-day monthsmonths 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 Issuer and the Initial 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, each of the Issuers Issuer agrees to pay, 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 Registration Statement nor the Initial Shelf Registration has not been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange OfferDate, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), then commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes over and above the 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 Filing Date or such 45th day, as the case may beDate, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is not declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, then commencing on the day after such applicable the Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the 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 applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company 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 180th 45th day after the Issue Date, date on which the Exchange Registration Statement is declared effective or (B) the Exchange Registration Statement ceases Initial Shelf Registration, if required to be filed hereunder, is not declared effective on or prior to consummation of the Exchange Offer Effectiveness Date or (C) 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 Registrable Notes over and above the 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) 181st 60th day after the Issue Date date on which the Exchange Registration Statement is declared effective, in the case of (A) above or (B) above, or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate 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 exceed at any one time in the aggregate 1.502.0% per annum; and provided further further, that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above), upon the effectiveness of the Initial Shelf Registration (in the case of (iii)(B) above) or upon the effectiveness of an Exchange Registration Statement or a Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (Ciii)(C) above), Additional Interest on any Registrable the Notes 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 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 semi-annually annually, on each regular interest payment date specified the dates and in the manner provided in the Indenture (to the Holders of Registrable Notes of record and whether or not any cash interest would then be payable on the regular record date therefor (as specified in the Indenture) immediately preceding such dates)date, commencing with the first such regular interest payment 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 Notes subject theretoNotes, 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-day year comprised of twelve 30-day monthsmonths 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 and the Initial Purchaser 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 agrees agree 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 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the day after the applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th 90th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of date on which the Exchange Offer Registration Statement was declared effective or (CB) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 181st 91st 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 increasing 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 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 1.501.0% per annum; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 semi-annually semiannually on each regular interest payment date specified in the Indenture April 15 and October 15 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) April 1 and October 1 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 Notes subject theretoRegistrable 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 monthsmonths 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 Purchaser Guarantors acknowledge and agree that the Holders of Registrable Notes 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, each of the Issuers agrees to pay, 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):if:
(i) if (A) neither the Exchange Registration Statement nor the Initial a Shelf Registration has been filed is declared effective by the SEC on or prior to the Filing Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the applicable Effectiveness Date, then, commencing on the 90th day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness Date, date such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodShelf Registration was filed; andor
(iiiii) if (A) the Company has 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 180th day 30th Business Day after the Issue Date, (B) date on which the Exchange Registration Statement ceases to be was declared effective prior to consummation of the Exchange Offer or (CB) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days commencing on the day following the Registration Default (x) 181st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to which rate will be effective in the case of (B) and (C) above, such Additional Interest rate increasing 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 Registrable Notes may not exceed in the aggregate 1.50% per annum; provided further that (1) upon the filing accrue under more than one of the Exchange Registration Statement or each Shelf Registration (in the case of foregoing clauses (i) above)and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (2b) upon if a Holder is not able to or does not provide the effectiveness of the Exchange representations and information required in connection with a Shelf Registration Statement or each in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, as the case may Holder will not be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased entitled to remain effective (in the case of (iii)(B) receive any Additional Interest with respect to its Notes; and (Cc) above), Additional Interest on the Issuers and the Guarantors will have no other liabilities with respect to any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrueRegistration Default.
(b) The Issuers shall notify the Trustee within one 5 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 clause (a)(i), (a)(ii) or (a)(iiia)
(ii) of this Section 4 will be payable in cash semi-annually cash, on each regular interest payment date specified the dates and in the manner provided in the Indenture (to the Holders of Registrable Notes of record and whether or not any cash interest would then be payable on the regular record date therefor (as specified in the Indenture) immediately preceding such dates)date, commencing with the first such regular interest payment 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 the applicable Additional Interest rate by the principal amount of once the Notes 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-day year comprised of twelve 30-day months), and the denominator of which is 360become 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 Purchaser agree each Guarantor acknowledges and agrees that the Holders of Registrable Notes 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, each of the Issuers agrees Company and the Guarantors agree to pay, as liquidated damages, pay additional cash 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 Statement is declared effective by the Commission on or prior to the Filing Effectiveness Target Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeEffectiveness Target Date, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Noticeas applicable, Additional Interest shall accrue on the Registrable Notes Entitled Securities outstanding over and above the 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 Filing Date or such 45th day, as the case may beEffectiveness Target Date, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration Offer is declared effective not consummated on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Consummation Target Date, Additional Interest shall accrue on the Registrable Notes Entitled Securities outstanding over and above the 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 the applicable Effectiveness Exchange Consummation Target Date, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; and;
(iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to Registration Statement is declared effective by the 180th day after the Issue Date, (B) the Commission and such Exchange Offer Registration Statement ceases to be effective or usable at any time prior to consummation of the time that the Exchange Offer is consummated, or (CB) 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 Registrable Notes Entitled Securities outstanding, over and above the any stated interest 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) 181st day after date the Issue Date Exchange Offer Registration Statement ceases to be effective, in the case of clause (A) above above, or (yz) the day such Exchange Shelf Registration Statement or Shelf Registration ceases to be effective effective, in the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest 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 Registrable Notes Entitled Securities outstanding may not exceed at any one time in the aggregate 1.501.00% per annum; provided further further, that (1) upon the filing effectiveness of the Exchange Offer Registration Statement or each Initial Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness consummation of the Exchange Registration Statement or each Shelf Registration, as the case may be Offer (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), 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 Purchaser ally, 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 agrees to pay, as liquidated damages, additional interest on the Registrable Notes 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes Securities over and above the stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may beDate, such Additional Interest rate increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange 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 an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue be accrued on the Registrable Notes Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the 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 180th day after the Issue Date, Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of 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 Registrable Notes Securities (over and above any interest otherwise payable on the stated interest Registrable Securities) at a rate of 0.50.25% per annum for the first 90 days commencing on the (x) 181st 166th day after the Issue Date Date, in the case of (A) above above, or (y) the day such the Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional 0.50.25% per annum at the beginning of each such subsequent 90-day period; 12 -11- provided, however, that the Additional Interest rate on the Registrable Notes Securities may not exceed at any one time in the aggregate 1.501.0% per annum; provided further and provided, further, that (1) upon the filing of the Exchange Registration Statement or each a Shelf Registration as required hereunder (in the case of clause (i) aboveof this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or each the Shelf Registration, Registration as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of Exchange Notes Securities for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(Biii)(C) and (C) aboveof this Section 4), Additional Interest on any the Registrable Notes then accruing Additional Interest 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 . It is understood and agreed that, notwithstanding any provision to the Trustee within one Business Day after each and every date on which contrary, so long as any Registrable Security is then covered by an event occurs in respect of which effective Shelf Registration Statement, no 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 semi-annually shall accrue on each regular interest payment date specified in the Indenture (to the Holders of such Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), and the denominator of which is 360Security.
Appears in 1 contract
Sources: Registration Rights Agreement (Dolco Packaging Corp /De/)
Additional Interest. (a) The Issuers and the Initial 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 agrees agree to pay, as liquidated damagesdamages and as the sole and exclusive remedy rule therefor, 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeDate, then, in the case of subclause (A), commencing on the 31st day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeIssue Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 60 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the 31st day after the applicable Effectiveness Issue Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 9030-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 91st day after the Filing Date, Additional Interest shall accrue on the Notes 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 30 days commencing on the 91st day after the Filing Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period; and
(iii) if (A) the Company has 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 180th 120th day after the Issue Date, Filing Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of 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 Registrable Notes (over and above the stated any interest otherwise payable on such Notes) at a rate of 0.50% per annum for the first 90 30 days commencing on the (x) 181st the 121st day after the Issue Filing Date with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above above, or (y) the day such the Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional 0.50% 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 which 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 Registrable Notes any affected Note may not exceed at any one time in the aggregate 1.502.0% per annum; provided further and provided, further, that (1) upon the filing of the Exchange Registration Statement or each a Shelf Registration (in the case of clause (i) aboveof this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or each the Shelf Registration, as the case may be Registration (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4(a)), or upon the effectiveness of an the Exchange Registration Statement which had ceased to remain effective (in the case of (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 (iii)(Biii)(C) and (C) aboveof this Section 4(a)), Additional Interest on any Registrable the affected Notes 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"). 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 semi-annually on each regular interest payment date specified in by the Indenture (or such other indenture) to the Holders of Registrable Notes of record holders entitled to receive the interest payment to be made on the regular record date therefor (as specified in the Indenture) immediately preceding such dates), commencing date. 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 affected Registrable Notes subject theretoof 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-day year comprised of twelve 30-day monthsmonths 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 (National Tobacco Co Lp)
Additional Interest. (a) The Issuers Company and the Initial Purchaser 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, each of the Issuers Company agrees to pay, 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 a 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 an the 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 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto (i.e., 150 days after the Issue Date) or (B) notwithstanding that the Issuers have Company has consummated or will consummate an the Exchange Offer, the Issuers are Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of 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 applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the 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 180th 45th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of date on which the Exchange Offer Registration Statement relating thereto was declared effective or (CB) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st 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 increasing 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 Registrable Notes may not exceed at any one time in the aggregate 1.501.0% per annum; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 the 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 semi-annually on each regular interest payment date specified in the Indenture and (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) and 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 Notes subject theretoRegistrable 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 monthsmonths 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 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 agrees agree to pay, 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of 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 applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th 30th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of date on which the Exchange Offer Registration Statement relating thereto was declared effective or (CB) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st 31st 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 increasing 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 Registrable Notes may not exceed in the aggregate 1.50% per annum; provided further that ;
(1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 shall be payable in cash semi-annually on each regular interest payment date specified in with respect to the Indenture Notes (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such dateswith respect thereto), 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 Notes subject theretoRegistrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.twelve
Appears in 1 contract
Sources: Registration Rights Agreement (Everest One Ipa Inc)
Additional Interest. (a) The Issuers Issuer and the Initial 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 hereto and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, each of the Issuers Issuer agrees to pay, as liquidated damages, in accordance with Section 4(b) below, additional interest on the Registrable 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 Issuer has consummated or will consummate an the 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 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes over and above Accreted Value of the stated interest Securities at a rate of 0.50% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 Issuer has consummated or will consummate an the Exchange Offer, the Issuers are Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above Accreted Value of the stated interest Securities at a rate of 0.50% per annum for the first 90 days immediately following the day after the applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company Issuer has not exchanged Exchange Notes for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 180th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable Notes over and above Accreted Value of the stated interest Securities at a rate of 0.50% per annum for the first 90 days commencing on the (x) 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 increasing 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 Registrable 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 1.501.5% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), annum and (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of Additional Interest shall not accrue under clause (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest as a result of such clause (or above during 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), and the denominator of which is 360.continuation of
Appears in 1 contract
Sources: Registration Rights Agreement (Advanced Accessory Holdings Corp)
Additional Interest. (a) The Issuers and the Initial Purchaser Holders agree that the Holders of Registrable Notes 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, each of the Issuers agrees Issuers, jointly and severally, agree to pay, 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th 60th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th 61st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th 60th day, as the case may be, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date60th day after filing of the Initial Shelf Registration Statement, then, commencing on the day after the Effectiveness Date or such applicable Effectiveness Date60th day, as the case may be, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness DateDate or such 60th day, as the case may be, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has 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 180th 230th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st 231st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that that, in the case of clauses (i), (ii) and (iii) above, the Additional Interest rate on the Registrable Notes may not exceed in the aggregate 1.502.0% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes 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 semi-annually semiannually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Imperial Group Holding Corp.-1)
Additional Interest. (a) The Issuers and the Initial Purchaser 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 agrees agree to pay, 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 Statement has been filed with the SEC on or prior to before the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is Statement has not been filed with the SEC on or prior to before the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.500.25% per annum for the first 90 days immediately following the each such Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; andor
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been declared effective by the SEC on or before the applicable Effectiveness Date 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 has not been declared effective by the SEC on or before the applicable Effectiveness Date with respect to such Shelf Registration Statement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% 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 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Company has Issuers have not exchanged Exchange Notes (and related guarantees) for all Notes Registrable Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 180th day after the Issue Datebefore April 13, 2006 or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date April 13, 2006, in the case of (A) above above, or (y) the day such Exchange Shelf Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, and such Additional Interest rate increasing 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 Registrable 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 which Additional Interest accrues on the Notes as a result of the provisions of clauses (i), (ii) and (iii) of this Section 4 may not exceed in the aggregate 1.501.0% per annum; provided further further, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) aboveof this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes (and related guarantees) for all Registrable Notes Securities tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange a Subsequent Shelf Registration Statement or in the case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) and (C) aboveof this Section 4), Additional Interest on any the Registrable Notes 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 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"”), 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 semi-annually on each regular interest payment date specified in the Indenture (simultaneously with, and to the Holders of Registrable Notes of record same persons entitled to receive, stated interest on the regular record date therefor (as specified in the Indenture) immediately preceding such dates)Notes, commencing with the first such regular payment of interest payment date 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 Notes subject theretoRegistrable 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 monthsmonths 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 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 Notwithstanding any postponement of the Issuers agrees effectiveness pursuant to paySection 2(a) hereof, 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):
if (i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that 90th day following the Issuers have consummated or will consummate an Exchange OfferIssue Date, the Issuers are required to file a Shelf Registration and such Shelf Registration is Statement has not been filed on or prior to with the 45th day after delivery of the Shelf NoticeCommission, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the 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 180th day after following the Issue Date, such initial Shelf Registration Statement is not declared effective by the Commission, (Biii) after the Exchange effectiveness date of any Shelf Registration Statement, (x) such Shelf Registration Statement ceases to be effective prior or usable for the offer and sale of Registrable Securities (other than due to consummation of a Suspension Period or without a replacement Shelf Registration Statement being effective), and the Exchange Offer or Company and the Guarantors fail to file (C) if applicableand have declared effective), within five Business Days, a Shelf Registration has been declared post-effective and amendment to such Shelf Registration ceases Statement or amendment or supplement to be the Prospectus contained therein or such other document with the Commission to make such Shelf Registration Statement effective at or such Prospectus usable, or (y) the Suspension Periods exceed 45 days (or 60, if applicable), whether or not consecutive, in any time 90-day period, or more than 120 days, 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 shall Interest") will accrue on the Registrable Notes over Securities, from and above including the stated interest at a rate calendar day following such Registration Default to but excluding the earlier of 0.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate 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 exceed in the aggregate 1.50% per annum; provided further that (1) upon the filing of the Exchange calendar day on which all Registration Statement or each Shelf Registration (in the case of (i) above), Defaults have been cured and (2) upon the effectiveness of date that the Exchange Shelf Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes 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 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 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 Notes subject thereto, 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 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 Purchaser 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 agrees agree 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the day after the applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th 90th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of date on which the Exchange Offer Registration Statement was declared effective or (CB) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 181st 91st 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 increasing 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 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 1.501.0% per annum; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 semi-annually semiannually on each regular interest payment date specified in the Indenture March 15 and September 15 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) March 1 and September 1 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 Notes subject theretoRegistrable 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 monthsmonths 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 Purchaser Purchasers agree that the Holders of Registrable Notes 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, each of the Issuers agrees agree to pay, as liquidated damages, additional interest on the Registrable Notes 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 Registration Statement nor the Initial Shelf Registration has not been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange 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 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Noticedate by which it is required to be filed pursuant to Section 3(a) hereof, Additional Interest shall accrue on the Registrable Notes Securities over and above the 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 45th dayrequired date, as the case may be, such Additional Interest rate increasing by an additional 0.50% 25 basis points per annum at the beginning of each subsequent 90-day period;
(ii) if (AAdditional Interest is not then accruing pursuant to Section 4(a)(i) neither and the Exchange Registration Statement nor is not declared effective by the SEC on or prior to the Effectiveness Date or the Initial Shelf Registration is not declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the 135th day after such applicable Effectiveness Datefiling thereof, Additional Interest shall accrue on the Registrable Notes Securities included or which should have been included in such Registration Statement over and above the stated interest inter- est at a rate of 0.50% 25 basis points per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% 25 basis points per annum at the beginning of each subsequent 90-day period; and
(iii) if Additional Interest is not then accruing pursuant to Section 4(a)(i) and 4(a)(ii) and (A) the Company has 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 180th day after the Issue Date, Consummation Date (B) including by reason of the Exchange Registration Statement ceases ceasing to be effective prior to consummation of the Exchange Offer effective) or (CB) 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 Registrable Notes Securities (over and above any interest otherwise payable on the stated interest Registrable Securities) at a rate of 0.50% 25 basis points per annum for the first 90 days commencing on the (x) 181st 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, such Additional Interest rate 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 Registrable Notes Securities may not exceed at any one time in the aggregate 1.50% 100 basis points per annum; provided further and provided, further, that (1) upon the filing of the Exchange Registration Statement or each a Shelf Registration as required hereunder (in the case of clause (ia)(i) aboveof this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or each the Shelf Registration, Registration as the case may be required hereunder (in the case of clause (iia)(ii) aboveof this Section 4), or (3) upon the exchange of Exchange Notes Securities for all Registrable Notes tendered (in the case of clause (iii)(Aa)(iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange Registration Statement or the Shelf Registration which had ceased to remain effective (in the case of clause (iii)(Ba)(iii)(B) and (C) aboveof this Section 4), Additional Interest on any the Registrable Notes then accruing Additional Interest 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 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 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders record Holder of Registrable Notes of record Securities entitled to receive the interest payment to be made on the regular record such date therefor (as specified set forth 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 applying the applicable Additional Interest rate by to the principal amount of the Notes subject theretoaffected Registrable Securities 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-day year comprised of twelve 30-day monthsmonths 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 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 agrees agree to pay, 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 applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such lapsed Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.500.25% per annum for the first 90 days immediately following the each such lapsed Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the applicable Effectiveness DateDate in respect of such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.500.25% per annum for the first 90 days immediately following the day after the applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th 150th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 181st the 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 increasing 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 Registrable Notes may not exceed at any one time in the aggregate 1.50% per annum; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Registrable Notes Securities tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of clause (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 semi-annually semiannually on each regular interest payment date specified in the Indenture April 15 and October 15 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) April 1 and October 1 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 Notes subject theretoRegistrable 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 monthsmonths 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 Purchaser agree each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes 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, each of the Issuers agrees Company and the Subsidiary Guarantors agree to pay, as liquidated damages, pay additional cash 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 or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Noticeas applicable, Additional Interest shall accrue on the Registrable Notes Transfer Restricted Securities over and above the 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 Filing Date or such 45th dayShelf Filing Date, as the case may beapplicable, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Dateas applicable, Additional Interest shall accrue on the Registrable Notes Transfer Restricted Securities over and above the 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 the applicable Effectiveness Date or Shelf Effectiveness Date, as applicable, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; and;
(iii) if (A) the 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 180th day date that is 30 Business Days after the Issue Effectiveness Date, (B) the Exchange Offer Registration Statement ceases to be effective at any time prior to consummation of the time that the Exchange Offer or 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 Registrable Notes Transfer Restricted Securities, over and above the any stated interest 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) 181st day 31st Business Day after the Issue Date Effectiveness Date, in the case of (A) above 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 Exchange Registration Statement or 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 (CD) above, in the case of clause (D) above, such Additional Interest rate 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 Registrable Notes may not exceed at any one time in the aggregate 1.501.00% per annum; and provided further further, that (1) upon the filing of the Exchange Offer Registration Statement or each Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or each Initial Shelf Registration, as the case may be Registration (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes Transfer Restricted Securities tendered (in the case of (iii)(A) above) ), or upon the effectiveness of an the 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 which had ceased to remain effective (in the case of (iii)(Biii)(C) and above), or (C4) upon the effectiveness of such Registration Statement or Exchange Offer Registration Statement (in the case of clause (iii)(D) above), Additional Interest on any Registrable Notes then accruing Additional Interest the 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 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 clause (a)(i), (a)(ii) or or
(a)(iiia) (iii) of this Section 4 will be payable in cash semi-annually cash, on each regular interest payment date specified the dates and in the manner provided in the Indenture (to the Holders of Registrable Notes of record and whether or not any cash interest would then be payable on the regular record date therefor (as specified in the Indenture) immediately preceding such dates)date, commencing with the first such regular interest payment 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 Notes subject theretoNotes, 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 monthsmonths 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 Purchaser 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 Company agrees to pay, 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 applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the each such Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the applicable Effectiveness DateDate in respect of such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of 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 applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th 210th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st 210th 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 increasing 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 Registrable Notes may not exceed at any one time in the aggregate 1.501.0% per annum; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of the applicable Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4(a)), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4(a)), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 (a)(i), (a)(ii) or (a)(iii) of this Section 4 4(a) will be payable in cash semi-annually semiannually on each regular interest payment date specified in the Indenture March 15 and September 15 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) March 1 and September 1 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 Notes subject theretoRegistrable 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 monthsmonths 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 Purchaser 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 agrees agree 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the day after the applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th 210th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 181st 211th 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 increasing 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 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 1.501.0% per annum; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 clause (a)(i), (a)(ii) or (a)(iiia) of this Section 4 will be payable in cash semi-annually semiannually on each regular interest payment date specified in the Indenture May 15 and November 15 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) May 1 and November 1 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 Notes subject theretoRegistrable 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 monthsmonths 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 Purchaser Purchasers agree that the Holders of Registrable Notes 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, each of the Issuers agrees jointly and severally agree to pay, as liquidated damagesdamages and as set forth in the Indenture and the Notes, 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 effectsuch event referred to in clauses (i) through (v) below, a "Registration Default"):
(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has not been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodDate;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is has not been declared effective on or prior to the Effectiveness Date applicable thereto or Date;
(Biii) notwithstanding that if the Issuers have Exchange Offer has not been consummated or will consummate an Exchange Offer, within 240 days after the Issuers are required to file a Issue Date;
(iv) if the Shelf Registration and such Shelf Registration is has not declared effective by the Commission been filed on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 Shelf Filing Date or declared effective within 150 days immediately following the day after delivery of the applicable Effectiveness DateShelf Notice, such Additional Interest rate increasing by an additional 0.50% per annum at as the beginning of each subsequent 90-day periodcase may be; andor
(iiiv) if (A) the Company Exchange Offer Registration Statement has not exchanged Exchange Notes 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 is consummated or prior to the 180th day after the Issue Date, (B) the Exchange Shelf Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) if applicable, a 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 Registrable Notes over and above the stated 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) 181st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing 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 Registrable Notes may not exceed in 100 basis points (1.00%) per annum and, accordingly, the aggregate 1.50% per annummaximum interest rate on the Notes may not exceed 12%; provided further and provided, further, that (1) upon the filing of the Exchange Offer Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange consummation of the Exchange Notes for all Registrable Notes tendered Offer (in the case of (iii)(Aiii) above), (4) upon the filing of the Shelf Registration or upon the effectiveness of an a Shelf Registration, as applicable (in the 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 (v)(A) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (Cv)(B) above), the interest rate borne by the Notes, including Additional Interest, will be reduced by the amount of Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 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 semi-annually on each regular interest payment date specified in the Indenture March 15 and September 15 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) March 1 and September 1 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 Notes subject theretomaking up the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day monthsmonths 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 Purchaser 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, each of the Issuers Company 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 Company has consummated or will consummate an the 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 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of 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 applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the 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 180th 210th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st 211th 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 increasing 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 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 1.501.0% per annumannum and (b) Additional Interest shall not accrue under clause (iii) (B) above during the continuation of a Blackout Period; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 semi-annually semiannually on each regular interest payment date specified in the Indenture June 1 and December 1 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) May 15 and November 15 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 Notes subject theretoRegistrable 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 30-30 day monthsmonths 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 Purchaser 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 Company agrees to pay, 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 applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the each such Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the applicable Effectiveness DateDate in respect of such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of 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 applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th 45th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of date on which the Exchange Offer Registration Statement relating thereto was declared effective or (CB) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st 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 increasing 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 Registrable Notes may not exceed at any one time in the aggregate 1.501.0% per annum; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually semiannually on each regular interest payment date specified in the Indenture June 1 and December 1 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) May 15 and November 15 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 Notes subject theretoRegistrable 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 monthsmonths 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 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 agrees to pay, 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):event that:
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have TXU Funding has consummated or will consummate an Exchange Offer, the Issuers TXU Funding and TXU Holdings are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the 45th day after delivery of the Shelf Noticedate required by Section 2(b) hereof, then, in the case of subclause (A), then commencing on the day after the Filing Date orapplicable required filing date, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest additional interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest ("Additional Interest") at a rate of 0.50.25% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;annum; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer SEC on or prior to the 180th day after the Issue DateDate or (B) whether or not TXU Funding has consummated or will consummate an Exchange Offer, TXU Funding and TXU Holdings 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 30th day after the date such Shelf Registration Statement was required to be filed, then, commencing on the 181st day after the Issue Date or the 31st day after the applicable required filing date, as the case may be, Additional Interest shall accrue on the principal amount of the Notes at a rate of .25% per annum; or
(iii) (A) TXU Funding has not exchanged the Exchange Notes for the Notes validly tendered, in accordance with the terms of the Exchange Offer, on or prior to the 40th day after the date on which the Exchange Offer Registration Statement was declared effective or (B) the Exchange Shelf Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) if applicable, a Shelf Registration 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 Notes have been disposed of thereunder or otherwise cease to be Registrable Securities), then Additional Interest shall accrue on the Registrable Notes over and above the stated interest principal amount of Notes, at a rate of 0.50.25% per annum for the first 90 days annum, commencing on the (x) 181st 41st day after the Issue Date in date on which the case of (A) above Exchange Offer Registration Statement was declared effective or (y) the day such Exchange Shelf Registration Statement or Shelf Registration ceases to be effective in effective, as the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day periodmay be; provided, however, that the Additional Interest rate on the Registrable Notes may not exceed in the aggregate 1.50.25% per annum; provided further further, however, that (1) upon the filing of the Exchange Shelf Registration Statement or each Shelf Registration (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or each a Shelf Registration, as the case may be Registration Statement (in the case of clause (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) ), or upon the effectiveness of an Exchange the Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of clause (iii)(Biii) and (CB) above), or (4) upon the expiration of the Rule 144(k) Period, Additional Interest on any Registrable the Notes 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)(iSection 2(e)(i), (a)(iiii) or (a)(iiiiii) of this Section 4 above will be payable in cash semi-annually on each regular the relevant payment dates for the payment of interest payment date specified in the Indenture (pursuant to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Txu Eastern Holdongs LTD)
Additional Interest. (a) The Issuers Issuer and the Initial 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, each of the Issuers Issuer agrees to pay, pay as liquidated damages, additional interest on the Registrable 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 Issuer has consummated or will consummate an the 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 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the principal amount of the Registrable Notes over and above the stated interest Securities at a rate of 0.500.25% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.500.25% per annum for the first 90 days immediately following the day after the applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company 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 180th 300th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable Notes over and above the stated interest Securities at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 181st 300th 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 (other than because of the sale of all of the Securities registered thereunder), in the case of (B) and (C) above, and such Additional Interest rate increasing 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 Registrable 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 1.500.75% per annum; provided further provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or each the Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) above), of this Section 4) or (3) upon the exchange of the Exchange Notes Securities for all Registrable Notes Securities tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable Notes then accruing Additional Interest the 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 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 semi-annually semiannually on each regular interest payment date specified in the Indenture June 30 and December 30 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) June 15 and December 30 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 Notes subject theretoRegistrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day monthsmonths 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 the Initial Purchaser Purchasers agree that the Holders of Registrable Notes 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, each of the Issuers agrees agree to pay, as liquidated damages, additional interest on the Registrable 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 or (B) notwithstanding that the Issuers have consummated or will consummate an the 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 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes Securities over and above the stated interest at a rate of 0.500.5% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may beDate, such Additional Interest rate increasing by an additional 0.500.5% per annum at the beginning of each subsequent 90-day period;
(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 an the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the Commission SEC on or prior to the applicable Effectiveness Date90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such applicable Effectiveness Daterequired effective date, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.5% per annum for the first 90 days immediately following the day after the applicable Effectiveness Dateeach such filing date, such Additional Interest rate increasing by an additional 0.500.5% per annum at the beginning of each subsequent 90-day period; and
(iii) if either (A) the Company has 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 180th 240th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of 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 (CB) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.5% per annum for the first 90 days commencing on the (x) 181st the 241st day after the Issue Date such effective date, in the case of (A) above above, or (y) the day such Exchange Shelf Registration Statement or Shelf Registration ceases to be effective effective, in the case of (B) and (C) above, such Additional Interest rate 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 Registrable Notes Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.501.0% per annum; provided further and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or each a Shelf Registration Statement (in the case of clause (i) aboveof this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the Shelf Registration, as the case may be Registration Statement (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of Exchange Notes Securities for all Registrable Notes Securities tendered (in the case of clause (iii)(A) above) of this Section 4(a)), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which that had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4(a)), Additional Interest on any Registrable Notes then accruing Additional Interest the 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 (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each regular interest payment date specified in the Indenture May 1 and November 1, commencing November 1, 2007, (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) April 15 and October 15 immediately preceding such dates), the same original interest dates as the Securities, 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 Notes subject theretoRegistrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised consisting of twelve 30-day months)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 Purchaser 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 agrees agree to pay, 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):below:
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeDate, then, in the case of subclause (A), commencing on the 121st day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeIssue Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may beDate, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange 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 an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the 181st day after such applicable Effectiveness the Issue Date, Additional Interest shall accrue on the Registrable 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 day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the 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 180th 225th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of 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 Registrable Notes (over and above the stated any interest otherwise payable on such Notes) at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st the 226th day after the Issue Date with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above above, or (y) the day such the Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and above, or (z) the day such Shelf Registration ceases to be effective, in the case of (C) above, such Additional Interest rate 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 Registrable Notes may not exceed in the aggregate 1.50% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) abovesuch Note), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes 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 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 semi-annually on each regular the same original interest payment date specified in dates as the Indenture (to the Holders of Registrable Notes of record on the regular record date therefor (as specified set forth 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 affected Registrable Notes subject theretoof 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-day year comprised of twelve 30-day monthsmonths 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 and the Initial Purchaser 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 agrees agree to pay, 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 applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), then commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice13 -12- Date, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following the each such Filing Date or such 45th day, as the case may beDate, such Additional Interest rate increasing 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 relevant Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the applicable Effectiveness DateDate in respect of such Shelf Registration, then, commencing on the day after such the applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following the day after the applicable such Effectiveness Date, and the rate of such Additional Interest rate increasing shall increase by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th 45th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of date on which the Exchange Offer Registration Statement relating thereto was declared effective or (CB) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50.25% per annum for the first 90 days commencing on the (x) 181st 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, such Additional Interest rate increasing shall increase by an additional 0.50.25% 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, no Additional Interest rate shall accrue or accumulate on the Registrable Notes may not exceed in the aggregate 1.50% per annumsuch Notes); provided further that (1) upon the filing of the Exchange Registration Statement or each applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4(a)), (2) upon the effectiveness of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of the applicable Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4(a), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4(a)), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 shall notify the Trustee (who shall be acting under and protected by the terms of the Indenture) 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 (a)(i), (a)(ii) or (a)(iii) of this Section 4 will shall be payable in cash semi-annually semiannually on each regular interest payment date specified in the Indenture January 1 and July 1 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) December 15 and June 15 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 rate of Additional Interest rate by the principal amount of the Notes subject theretoRegistrable 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-day year comprised of twelve 30-day monthsmonths 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 (Roma Fort Worth Inc)
Additional Interest. (a) The Issuers and In the Initial 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 agrees to pay, 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):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 or (B) notwithstanding that the Issuers Company and the Issuer Trust have consummated or will consummate 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 45th day after delivery of the Shelf Noticedate required by Section 2(b) hereof, then, in the case of subclause (A), then commencing on the day after the Filing Date orapplicable required filing date, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest liquidated damages shall accrue on the Registrable Notes over principal amount of the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and above additional Distributions shall accumulate on the stated interest 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 Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;annum; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial a Shelf Registration Statement is declared effective by the 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 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 Commission on or prior to the applicable Effectiveness Date30th day after the date such Shelf Registration Statement was required to be filed, then, commencing on the 181st day after such applicable Effectiveness the Issue Date, Additional Interest liquidated damages shall accrue on the Registrable Notes over principal amount of the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and above additional Distributions shall accumulate on the stated interest 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 the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodannum; andor
(iii) if (A) the Issuer Trust has not exchanged New Capital Securities for all Capital Securities validly tendered for exchange by their respective Holders or the Company has not exchanged Exchange Notes the New Guarantee or New Junior Subordinated Debentures for all Notes the Guarantee or Junior Subordinated Debentures validly tendered tendered, in accordance with the terms of the Exchange Offer on or prior to the 180th 30th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of date on which the Exchange Offer Registration Statement was declared effective or (CB) 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 Registrable Notes over principal amount of the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and above additional Distributions shall accumulate on the stated interest 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) 181st the 31st day after the Issue Date such effective date, in the case of (A) above above, or (y) the day such Exchange Shelf Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing 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 Registrable Notes liquidation amount of the Capital Securities and any outstanding New Capital Securities, may not exceed in the aggregate 1.500.25% per annum; provided further provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or each a Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or each a Shelf Registration, as the case may be Registration Statement (in the case of clause (ii) above), or (3) upon the exchange of Exchange Notes New Capital Securities, the New Guarantee and New Junior Subordinated Debentures for all Registrable Notes Capital Securities, the Guarantee and all Junior Subordinated Debentures tendered (in the case of clause (iii)(A) above) ), or upon the effectiveness of an Exchange the Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of clause (iii)(B) above) liquidated damages on the Junior Subordinated Debentures and (C) above)any outstanding New Junior Subordinated Debentures, Additional Interest and additional distributions on the liquidation amount of the Capital Securities and any Registrable Notes then accruing Additional Interest 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 semi-annually on each regular 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 payment date specified in and distributions pursuant to the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), 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 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 Purchaser agree Notes, the Guarantor fails to have timely filed any document or report 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 agrees to pay, 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are Guarantor is required to file a Shelf Registration and such Shelf Registration is not filed on with the Commission pursuant to Section 13 or prior to the 45th day after delivery 15(d) of the Shelf NoticeExchange Act, then, in the case of subclause as applicable (Aafter giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), commencing or the Initial Notes are not otherwise Freely Tradable, the Issuer shall pay Additional Interest on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Initial Notes. Additional Interest shall accrue on at the Registrable Notes over and above the stated interest at a rate of 0.50% per annum of the principal amount of the Initial Notes for each day during such period for which the first 90 days immediately following Guarantor’s failure to file has occurred and is continuing.
(b) Further, if, and for so long as, the Filing Date Restrictive Notes Legend has not been removed from the Initial Notes, the Initial Notes are assigned a restricted CUSIP number or such 45th daythe 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, as the case may be, such Issuer shall pay Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor on the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Notes. Such Additional Interest shall will accrue on the Registrable Initial Notes over and above from the stated interest 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 the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andpreceding).
(iiic) Notwithstanding the foregoing, if (A) the Company Issuer has not exchanged Exchange Notes for 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 180th 370th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation last date of original issuance of the Exchange Offer or (C) if applicableInitial 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 Registrable Notes over and above the stated interest 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 for annum, regardless of the first 90 days commencing on the (x) 181st day after the Issue Date in the case number of (A) above events or (y) the day such Exchange Registration Statement or Shelf Registration ceases circumstances giving rise to be effective in the case of (B) and (C) above, requirements to pay such Additional Interest rate increasing by an additional 0.50% per annum 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 beginning 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 each such subsequent 90-day period; provided, however, any Additional Interest that has become due and payable. Such notice shall include reference to the event that caused the Additional Interest rate on to become due, the Registrable 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 may are not exceed eligible for resale under Rule 144 or if the Notes are not Freely Tradable, in the aggregate 1.50% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of as required under this Section 4.06 (i) above)on any date on which (a) the Issuer and the Guarantor have filed a Shelf Registration Statement for the resale of the Notes (including the Guarantee) and any Ordinary Shares issuable upon exchange of the Notes, (2b) upon such Shelf Registration Statement is effective and usable by Holders identified therein as selling security holders for the effectiveness resale of the Exchange 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 or each on terms customary for the resale of exchangeable securities offered in reliance on Rule 144A and (d) the Notes and/or Ordinary Shares sold pursuant to such Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest become Freely Tradable as a result of such sale, or (ii) once the Issuer has complied with the requirements set forth in clause (or the relevant subclause thereof), as the case may be, shall cease to accruei) above for a period of two 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Indenture (Horizon Pharma PLC)
Additional Interest. (a) The Issuers Issuer and the Initial Purchaser 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, each of the Issuers Issuer agrees to pay, 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 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 or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate an the 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 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may beDate, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period;
(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 an the Exchange Offer, the Issuers are Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the applicable Effectiveness Date45th day following the date such Shelf Registration was filed, then, commencing on the day after such applicable Effectiveness Daterequired effective date, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the day after the applicable Effectiveness Dateeach such filing date, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if either (A) the Company 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 180th 45th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of date on which the Exchange Offer Registration Statement was declared effective or (CB) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 181st the 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 effective, in the case of (B) and (C) above, such Additional Interest rate 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) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.501.0% per annum; provided further and provided, further, that (1) upon the filing of the Exchange Offer Registration Statement or each a Shelf Registration (in the case of clause (i) aboveof this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the Shelf Registration, as the case may be Registration (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4(a)), or upon the effectiveness of an Exchange Registration Statement or the applicable Shelf Registration which that had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4(a)), Additional Interest on any Registrable the Notes 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 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 semi-annually on each regular interest payment date specified in the Indenture November 15 and May 15 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) November 1 and May 1 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 Notes subject theretoRegistrable 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 consisting of twelve 30-day months)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 and the Initial Purchaser 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 agrees to pay, 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate 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 45th 60th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th 61st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th 60th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration Registra- tion and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the 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 180th 270th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st 271st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate 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 exceed in the aggregate 1.502.0% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), 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 Purchaser 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 agrees agree 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the day after the applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th 90th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of date on which the Exchange Offer Registration Statement was declared effective or (CB) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 181st 91st 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 increasing 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 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 1.501.0% per annum; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 semi-annually semiannually on each regular interest payment date specified in the Indenture January 15 and July 15 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) December 31 and June 30 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 Notes subject theretoRegistrable 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 monthsmonths 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 Purchaser 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 agrees agree 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of 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 applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 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 increasing 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 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 1.502.0% per annumannum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the continuation of a Blackout Period; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 clause (a)(i), (a)(ii) or (a)(iiia) of this Section 4 will be payable in cash semi-annually semiannually on each regular interest payment date specified in the Indenture February 15 and August 15 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) February 1 and August 1 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 Notes subject theretoRegistrable 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 monthsmonths and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
(c) No Additional Interest shall accrue with respect to Notes that are not Registrable Notes. For the avoidance of doubt, no Additional Interest shall accrue with respect to any Initial Notes under this Agreement.
(d) 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
Sources: Registration Rights Agreement (Anchor Glass Container Corp /New)
Additional Interest. (a) The Issuers Issuer and the Initial 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, each of the Issuers Issuer agrees to pay, 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 60th day following the Merger Date or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate an the 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 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the 61st day following the Merger Date or the day after the any such Filing Date orDate, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Noticeas applicable, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50.50% per annum for the first 90 days immediately following the Filing Date or such 45th dayapplicable date, as the case may be, and such Additional Interest rate increasing shall increase by an additional 0.50.50% 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 150th day following the Merger Date applicable thereto or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate an the Exchange Offer, the Issuers are Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the 151st day following the Merger Date or the day after such applicable Effectiveness Date, as applicable, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50.50% per annum for the first 90 days immediately following the day after the such applicable Effectiveness Datedate, and such Additional Interest rate increasing shall increase by an additional 0.50.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company 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 180th 30th business day after from the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of date the Exchange Offer Registration Statement was declared effective or (CB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, and is not replaced within 30 days by an additional Shelf Registration Statement that is declared effective, then Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50.50% per annum for the first 90 days commencing on the (x) 181st 31st business day after from the Issue Date date the Exchange Offer Registration Statement was declared effective, in the case of (A) above above, or (y) the 31st day after such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, and such Additional Interest rate increasing shall increase by an additional 0.50.50% 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 1.501.0% per annum; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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. Without limiting the foregoing, Additional Interest with respect to a failure to file, cause to become effective or maintain the effectiveness of a Shelf Registration Statement shall cease to accrue upon the consummation of the Exchange Offer in the case of a Shelf Registration Statement required to be filed due to a failure to consummate the Exchange Offer within the required time period. Notwithstanding anything to the contrary in this Section 4(a), the Issuer shall not be required to pay Additional Interest to a Holder if such Holder failed to comply with its obligations to make the representations set forth in Section 2(a) hereof or failed to provide the information required to be provided by it, if any, pursuant to Section 5 hereof.
(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 semi-annually semiannually on each regular interest payment date specified in the Indenture April 15 and October 15 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) April 1 and October 1 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 Notes subject theretoRegistrable 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 monthsmonths 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 In the Initial 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 agrees to pay, 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):event that:
(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 or 90th day following the Closing Date; or
(Bii) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Offer Registration and such Shelf Registration Statement is not filed effective with the SEC on or prior to the 150th day following the Closing Date; or
(iii) the Exchange Offer is not consummated on or prior to the 45th day after delivery following the effective date of the Exchange Offer Registration Statement; or
(iv) if required, a Shelf NoticeRegistration Statement is not filed with the SEC on or prior to (A) the 180th day following the Closing Date or (B) the 60th day after the obligation to file with the SEC a Shelf Registration Statement arises, thenwhichever is later; or
(v) if required, a Shelf Registration Statement is not effective on or prior to (A) the 225th day following the Closing Date or (B) the 105th day after an obligation to file with the SEC a Shelf Registration Statement arises, whichever is earlier; or
(vi) a Shelf Registration Statement is effective with the SEC but such Shelf Registration Statement ceases to be effective or such Shelf Registration Statement or the Prospectus included therein ceases to be usable in connection with resales of Registrable Securities due to any act or omission of the Company and (A) the aggregate number of days in any consecutive 365-day period for which the Shelf Registration Statement or such Prospectus shall not be effective or usable exceeds 120 days, (B) the Shelf Registration Statement or such Prospectus shall not be effective or usable for more than two periods (regardless of duration) in any consecutive 365-day period, or (C) the Shelf Registration Statement or such Prospectus shall not be effective or usable for a period of more than 60 consecutive days; or
(vii) the Exchange Offer Registration Statement is effective with the SEC but, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities as contemplated by Section 3(f) of this Agreement, the Exchange Offer Registration Statement ceases to be effective or the Exchange Offer Registration Statement or the Prospectus included therein ceases to be usable in connection with resales of Exchange Securities due to any act or omission of the Company during the 180-day period referred to in Section 3(f)(ii) hereof (as such period may be extended pursuant to the last paragraph of Section 3 of this Agreement) and (A) the aggregate number of days in any consecutive 365-day period for which the Exchange Offer Registration Statement or such Prospectus shall not be effective or usable exceeds 120 days, (B) the Exchange Offer Registration Statement or such Prospectus shall not be effective or usable for more than two periods (regardless of duration) in any consecutive 365-day period, or (C) the Exchange Offer Registration Statement or the Prospectus shall not be effective or usable for a period of more than 60 consecutive days, (each of the events referred to in clauses (i) through (vii) above being hereinafter called a “Registration Default”), the per annum interest rate borne by the Registrable Securities shall be increased (“Additional Interest”) by one-quarter of one percent (0.25%) per annum immediately following such 90-day period in the case of clause (i) above, immediately following such 150 day period in the case of clause (ii) above, immediately following such 45-day period in the case of clause (iii) above, immediately following any such 180-day period or 60-day period, whichever ends later, in the case of subclause clause (A)iv) above, commencing on the immediately following any such 225-day after the Filing Date orperiod or 105-day period, as applicable, in the case of subclause clause (B)v) above, commencing immediately following the 120th day in any consecutive 365-day period, as of the first day of the third period in any consecutive 365-day period or immediately following the 60th consecutive day, whichever occurs first, that a Shelf Registration Statement shall not be effective or a Shelf Registration Statement or the Prospectus included therein shall not be usable as contemplated by clause (vi) above, or immediately following the 120th day in any consecutive 365-day period, as of the first day of the third period in any consecutive 365-day period or immediately following the 60th consecutive day, whichever occurs first, that the Exchange Offer Registration Statement shall not be effective or the Exchange Offer Registration Statement or the Prospectus included therein shall not be usable as contemplated by clause (vii) above, which Additional Interest will be increased by an additional one-quarter of one percent (0.25%) per annum immediately following each 60-day period that any Additional Interest continues to accrue under any circumstances; provided, that, if at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the 46th date that the earliest such Registration Default occurred and ends on such date that there is no Registration Default; provided further, that the aggregate Additional Interest under this Agreement may in no event exceed one-half of one percent (0.50%) per annum. Upon the filing of the Exchange Offer Registration Statement after the 90-day following delivery period described in clause (i) above, the effectiveness of the Exchange Offer Registration Statement after the 150 day period described in clause (ii) above, the consummation of the Exchange Offer after the 45-day period described in clause (iii) above, the filing of the Shelf Notice, Additional Interest shall accrue on Registration Statement after the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date 180-day period or such 45th day60-day period, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at described in clause (iv) above, the beginning effectiveness of each subsequent 90a Shelf Registration Statement after the 225-day period or 105-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the 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 180th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) if as 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 Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the described in clause (x) 181st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (Cv) above, such Additional Interest rate 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 exceed in the aggregate 1.50% per annum; provided further that (1) upon the filing of the Exchange Shelf Registration Statement once again being effective or each the Shelf Registration (Statement and the Prospectus included therein becoming usable in the case connection with resales of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof)Securities, as the case may be, in the case of clause (vi) above, or the Exchange Offer Registration Statement once again becoming effective or the Exchange Offer Registration Statement and the Prospectus included therein becoming usable in connection with resales of Exchange Securities, as the case may be, in the case of clause (vii) above, there shall cease not be any Additional Interest borne by the Registrable Securities from the date of such filing, effectiveness, consummation, or resumption of effectiveness or usability, as the case may be, so long as no other Registration Default shall have occurred and be continuing at such time and the Company is otherwise in compliance with this paragraph; provided, that, if after elimination of Additional Interest one or more Registration Defaults shall again occur, the Subordinated Notes shall again bear Additional Interest pursuant to accrue.
the foregoing provisions (b) as if it were the original Registration Default). Notwithstanding anything in this Agreement to the contrary, the Company will not be obligated to pay any Additional Interest in the case of a Shelf Registration Statement with respect to any Holder of Registrable Securities who fails to timely provide all information with respect to such Holder that is reasonably requested by the Company to enable it to timely comply with its obligations under Section 2(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)shall be paid by depositing with the Trustee, (a)(ii) or (a)(iii) in trust, for the benefit of this Section 4 will be payable in cash semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes Securities, on or before the applicable 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 of record Registrable Securities entitled to receive the interest payment to be paid on the regular record such date therefor (as specified set forth in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such . Each obligation to pay Additional Interest commences shall be deemed to accrue. The amount of Additional Interest will be determined by multiplying accrue from and including the day following the applicable Additional Interest rate by Event Date. Anything herein to the principal amount of contrary notwithstanding, any Holder who was, at the Notes subject theretotime the Exchange Offer was pending and consummated, 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)eligible to exchange, and did not validly tender, its Subordinated Notes for Exchange Securities in the denominator of which is 360Exchange Offer will not be entitled to receive any Additional Interest.
Appears in 1 contract
Sources: Registration Rights Agreement (UNIVEST FINANCIAL Corp)
Additional Interest. (a) The Issuers Company, the Guarantors and the Initial Purchaser Purchasers agree that the Holders of Registrable Notes 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, each of the Issuers agrees Company and the Guarantors agree to pay, as liquidated damages, additional interest on the Registrable Notes ("Additional InterestSecurities("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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes Securities over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may beDate, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange 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 an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the 151st day after such applicable Effectiveness the Issue Date, Additional Interest shall accrue be accrued on the Registrable Notes Securities included or that 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 day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if either (A) the Company has 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 180th 190th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of 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 Registrable Notes over Securities(over and above any interest otherwise payable on the stated interest Securities) at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st the 191st day after the Issue Date Date, in the case of (A) above above, or (y) the day such the Exchange Registration Statement or Shelf Registration ceases to be effective without being declared effective within five business days in the case of (B) and above, or (z) the day such Shelf Registration ceases to be effective, in the case of (C) above, such Additional Interest rate 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 Security that is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Security); providedPROVIDED, howeverHOWEVER, that the Additional Interest rate on the Registrable Notes any affected Security may not exceed at any one time in the aggregate 1.502.0% per annum; provided further and PROVIDED, FURTHER, that (1) upon the filing of the Exchange Registration Statement or each a Shelf Registration (in the case of clause (i) aboveof this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or each the Shelf Registration, as the case may be Registration (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of Exchange Notes Securities for all Registrable Notes Securities tendered (in the case of clause (iii)(A) above) of this Section 4(a)), or upon the effectiveness of an the Exchange Registration Statement or Shelf Registration which that had ceased to remain effective (in the case of (iii)(B) and of this Section 4(a)) or upon the effectiveness of the Shelf Registration that had ceased to remain effective (Cin the case of (iii)(C) aboveof this Section 4(a)), Additional Interest on any Registrable Notes then accruing Additional Interest the 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 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 DateEVENT DATE"). Any amounts of Additional Addi- tional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each regular interest payment date specified in the Indenture June 1 and December 1 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) May 15 and November 15 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 Notes subject theretoRegistrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised consisting of twelve 30-day months)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 Purchaser Guarantors acknowledge and agree that the Holders of Registrable Notes 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, each of the Issuers agrees to pay, 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):if:
(i) if (A) neither the Exchange Registration Statement nor the Initial a Shelf Registration has been filed is declared effective by the SEC on or prior to the Filing Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the applicable Effectiveness Date, then, commencing on the 90th day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness Date, date such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodShelf Registration was filed; andor
(iiiii) if (A) the Company has 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 180th day 30th Business Day after the Issue Date, (B) date on which the Exchange Registration Statement ceases to be was declared effective prior to consummation of the Exchange Offer or (CB) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day after following the Issue Date in the case of (A) above or (y) Registration Default, and increasing to 1.00% thereafter, to but excluding the day such Exchange on which the Registration Statement or Shelf Registration ceases to Default has been cured. Additional Interest will be effective paid semi-annually in arrears with the case of (B) and (C) above, interest payment due on the first interest payment date following the date on which such Additional Interest rate increasing 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 Registrable Notes may not exceed in the aggregate 1.50% per annum; provided further that (1) upon the filing accrue under more than one of the Exchange Registration Statement or each Shelf Registration (in the case of foregoing clauses (i) above)and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (2b) upon if a Holder is not able to or does not provide the effectiveness of the Exchange representations and information required in connection with a Shelf Registration Statement or each in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, as the case may Holder will not be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased entitled to remain effective (in the case of (iii)(B) receive any Additional Interest with respect to its Notes; and (Cc) above), Additional Interest on the Issuers and the Guarantors will have no other liabilities with respect to any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrueRegistration Default.
(b) The Issuers shall notify the Trustee within one 5 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 clause (a)(i), (a)(ii) or (a)(iiia)(ii) of this Section 4 will be payable in cash semi-annually cash, on each regular interest payment date specified the dates and in the manner provided in the Indenture (to the Holders of Registrable Notes of record and whether or not any cash interest would then be payable on the regular record date therefor (as specified in the Indenture) immediately preceding such dates)date, commencing with the first such regular interest payment 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 the applicable Additional Interest rate by the principal amount of once the Notes 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-day year comprised of twelve 30-day months), and the denominator of which is 360become freely tradeable under Rule 144.
Appears in 1 contract
Additional Interest. (a) The Issuers and the Initial Purchaser 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 agrees agree to pay, as liquidated damages, pay 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the day after the applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable principal amount of the Notes over and above which are required to be registered under the stated interest 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) 181st 180th 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 increasing 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 Registrable 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 1.501.0% per annum; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveof this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) above), of this Section 4) or (3) upon the exchange of the Exchange Notes for all Registrable Notes Securities tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 semi-annually cash, in each case, semiannually on each regular interest payment date specified in the Indenture April 15 and October 15 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) April 1 and October 1 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 Notes subject theretoRegistrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.of
Appears in 1 contract
Sources: Registration Rights Agreement (Heritage Property Investment Trust Inc)
Additional Interest. (a) The Issuers If, at any time during the six-month period beginning on, and including, the Initial Purchaser 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 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 agrees to pay, 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are Company is required to file a Shelf Registration and such Shelf Registration is not filed on with the SEC pursuant to Section 13 or prior to the 45th day after delivery 15(d) of the Shelf NoticeExchange Act, then, in the case of subclause as applicable (Aafter giving effect to all applicable grace periods thereunder and other than current reports on Form 8-K), commencing 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 result of restrictions pursuant to U.S. securities law or the terms of this Indenture or the Securities, the Company shall pay Additional Interest on the day after Securities at the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum of the principal amount of Securities outstanding for each day during such period for which the first 90 days immediately following the Filing Date or such 45th day, as the case may be, such Company’s failure to file has occurred and is continuing. In no event shall Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, including any Additional Interest shall that may accrue on the Registrable Notes over and above the stated interest under Section 7.03) accrue at a rate per year in excess of 0.50% per annum for pursuant to the first 90 days immediately following Indenture, regardless of the day after number of events or circumstances giving rise to the applicable Effectiveness Date, requirement to pay such Additional Interest. Notwithstanding the foregoing, no Additional Interest rate increasing by will accrue or be payable under this Section 3.08 for each day on which the Company makes available to Holders an additional 0.50% per annum at effective registration statement permitting the beginning resale of each subsequent 90-day period; and
(iii) if (A) the Securities and the shares of Common Stock issued upon conversion thereof. After the Company has not exchanged Exchange Notes made available such an effective shelf registration statement for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 180th day after the Issue Datesix-month period described above, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 no further Additional Interest shall accrue will be payable under this Section 3.08. Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Securities. No Additional Interest rate increasing by an additional 0.50% per annum at the beginning will accrue after such six-month period, regardless of each whether such subsequent 90-day period; provided, however, that the failure has occurred or is continuing. The Company will not pay any Additional Interest rate or other amounts on the Registrable Notes may not exceed in the aggregate 1.50% per annum; provided further that (1) Common Stock, if any, received upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest 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 semi-annually on each regular interest payment date specified in is payable. If the Indenture (Company has paid Additional Interest directly to the Holders of Registrable Notes of record on the 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 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 Notes subject thereto, 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 the denominator of which is 360payment.
Appears in 1 contract
Additional Interest. (a) The Issuers and the Initial Purchaser 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 agrees to pay, 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th 120th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th 121st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.501.0% per annum for the first 90 days immediately following the Filing Date or such 45th 120th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.501.0% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered and not withdrawn in accordance with the terms of the Exchange Offer on or prior to the 180th 255th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 as a result of the imposition of any Suspension Period in accordance with the penultimate paragraph of Section 5 of this Agreement), then Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.501.0% per annum for the first 90 days commencing on the (x) 181st 256th day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate 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 exceed in the aggregate 1.502.0% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(Aiii) (A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Jacobs Entertainment Inc)
Additional Interest. (a) The Issuers and In the Initial Purchaser agree event 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 agrees to pay, 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 not been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the 60th calendar day after the Filing Date orIssue Date, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is not declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the 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 180th 150th calendar day after the Issue Date, (Biii) the Exchange Offer is not consummated on or prior to the 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 (v) the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective but thereafter ceases to be effective prior or usable during the period specified herein (each such event referred to consummation of the Exchange Offer or in (Ci) if applicablethrough (v), a Shelf "Registration has been declared effective and such Shelf Registration ceases to Default"), the interest rate borne by the Securities or Exchange Notes which are Registrable Securities shall be effective at any time during increased (the Effectiveness Period, then "Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate Interest") by one-quarter of 0.50% one percent (0.25%) per annum for the first 90 days commencing on 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 (x0.25%) 181st per annum for each subsequent 90-day period, in each case, until all Registration Defaults have been cured (provided that in the event the Company has abandoned the Exchange Offer because of the circumstances described in Section 2(b)(i) or Section 2(b)(ii) hereof, then the effectiveness of the Shelf Registration Statement shall be deemed a cure of such Registration Defaults); provided, that the aggregate increase in such interest rate pursuant to this Section 2(e) will in no event exceed one percent (1.00%) per annum. Notwithstanding any of the above, it is understood that Additional Interest pursuant to a Registration Default under clause (v) above, as such clause (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 in until, subject to an extension of the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90relevant 180-day period; providedperiod pursuant to the last sentence of Section 3 hereof, however, that 180 days after the Additional Interest rate on the Registrable Notes may not exceed in the aggregate 1.50% per annum; provided further that (1) upon the filing consummation of the Exchange Offer. Following the cure of all Registration Statement or each Shelf Registration (in Defaults, the case of (i) above), (2) upon interest rate borne by such Registrable Securities will be reduced to the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes 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) original interest rate. 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 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"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each regular interest payment such date specified in the Indenture (to the Holders of Registrable Notes of record on the regular record date therefor (as specified set forth in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such . Each obligation to pay Additional Interest commences shall be deemed to accrue. The amount of Additional Interest will be determined by multiplying accrue from and including the day following the applicable Additional Interest rate by the principal amount of the Notes 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-day year comprised of twelve 30-day months), and the denominator of which is 360Registration Default.
Appears in 1 contract
Additional Interest. (a) The Issuers and the Initial Purchaser 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 agrees agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable 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 an the 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 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.500.25% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.500.25% per annum for the first 90 days immediately following the day after the applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th 30th business day after from the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of date the Exchange Offer Registration Statement was declared effective or (CB) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 181st 30th business day after from the Issue Date date the Exchange Offer Registration Statement was declared effective, 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 increasing 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 Registrable 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 1.501.0% per annum; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Registrable Notes Securities tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), and the denominator of which is 360.of
Appears in 1 contract
Additional Interest. (a) The Issuers and the Initial Purchaser 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 agrees agree to pay, as liquidated damages, pay additional interest on the Registrable Notes ("Additional InterestADDITIONAL 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the day after the applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable principal amount of the Notes over and above which are required to be registered under the stated interest 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) 181st 180th 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 increasing 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 Registrable 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 1.501.0% per annum; provided further PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveof this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) above), of this Section 4) or (3) upon the exchange of the Exchange Notes for all Registrable Notes Securities tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event DateEVENT 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 semi-annually cash, in each case, semiannually on each regular interest payment date specified in the Indenture April 15 and October 15 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) April 1 and October 1 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 Notes subject theretoRegistrable 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 monthsmonths 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 Purchaser 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 hereto and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, each of the Issuers agrees agree 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of 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 applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th 245th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st 246th 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 increasing 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 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 1.501.5% per annumannum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the continuation of a Blackout Period; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 semi-annually semiannually on each regular interest payment date specified in the Indenture April 1 and October 1 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) March 15 and September 15 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 Notes subject theretoRegistrable 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 monthsmonths 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 Company and the Initial Purchaser 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, each of the Issuers Company agrees to pay, 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 either the Exchange Offer Registration Statement nor or the Initial Shelf Registration Statement has not been filed on or prior to the Filing Date or (B) notwithstanding that unless, with respect to the Issuers have consummated or will consummate an Exchange OfferOffer 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 45th day after delivery of the Shelf Notice, then, in the case of subclause (AFiling Date), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at on the principal of a rate of 0.50% per annum equal to 50 basis points for the first 90 days (or any part thereof) immediately following the Filing Date or such 45th day, as the case may bedate, such Additional Interest rate 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);
(ii) if (A) neither either the Exchange Offer Registration Statement nor or the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration Statement is not declared effective by the Commission on or prior to the applicable Effectiveness DateDate (unless, thenwith respect to the Exchange Offer Registration Statement, commencing on the day after such applicable Effectiveness Datea Shelf Registration Event described in Section 2(c)(i) shall have occurred), Additional Interest shall accrue on the Registrable Notes included or which should have been included in such Registration Statement over and above the stated interest on the principal 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 the applicable Effectiveness Datesuch date, such Additional Interest rate 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); and
(iii) if (A) the 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 180th fifth day after the Issue Expiration Date, or (B) the Exchange Offer Registration Statement ceases to be effective at any time prior to consummation of the Exchange Offer 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 Registrable Notes (over and above any interest otherwise payable on principal of the stated interest 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) 181st the sixth day after the Issue Date Expiration Date, in the case of (A) above above, or (y) the day such the Exchange Offer Registration Statement or Shelf Registration ceases to be effective in the case of (B) and above, or (z) the day such Shelf Registration Statement ceases to be effective in the case of (C) above, such Additional Interest rate 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 Registrable Notes may not exceed at any one time in the aggregate 1.50% per annum150 basis points; provided further provided, further, that (1) upon the filing of the Exchange Offer Registration Statement or each a Shelf Registration Statement as required hereunder (in the case of clause (i) aboveof this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4(a), ) or (3) upon the exchange of Exchange Notes Securities for all Registrable Notes validly tendered and not withdrawn (in the case of clause (iii)(A) above) of this Section 4(a)), or upon the effectiveness of an the Exchange Offer Registration Statement or Shelf Registration which had ceased to remain effective (in the case of clause (iii)(B) and of this Section 4(a)), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (Cin the case of clause (iii)(C) aboveof this Section 4(a)), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 constitutes a reasonable estimate of the damages that may be payable in cash semi-annually on each regular interest payment date specified in the Indenture (to the incurred by Holders of Registrable Notes of record on the 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 Securities by multiplying the applicable Additional Interest rate by the principal amount reason of the Notes 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 failure of a 360-day year comprised of twelve 30-day months)Shelf Registration Statement or Exchange Offer Registration Statement to be filed or declared effective, and or a Shelf Registration Statement 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 (Hermes Europe Railtel B V)
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 Purchaser agree Notes, the Guarantor fails to have timely filed any document or report 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 agrees to pay, 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are Guarantor is required to file a Shelf Registration and such Shelf Registration is not filed on with the Commission pursuant to Section 13 or prior to the 45th day after delivery 15(d) of the Shelf NoticeExchange Act, then, in the case of subclause as applicable (Aafter giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), commencing or the Initial Notes are not otherwise Freely Tradable, the Issuer shall pay Additional Interest on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Initial Notes. Additional Interest shall accrue on at the Registrable rate of 0.25% per annum of the principal amount of the Initial Notes over for the first 90 days for which the Guarantor’s failure to file has occurred and above the stated interest is continuing and at a rate of 0.50% per annum of the principal amount of Initial Notes for the first 90 days immediately following the Filing Date or remaining portion of such 45th day, as the case may be, period; provided that such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior shall cease to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable date that is one year from the Last Date of Original Issuance of any of the Initial Notes.
(b) Further, if, and for so long as, the Restrictive Notes over and above Legend has not been removed from the stated interest Initial Notes, the Initial Notes are assigned a restricted CUSIP number or the Initial Notes are not otherwise Freely Tradable as of the 380th 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 381st 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 immediately following principal amount of Initial Notes outstanding until the day after Restrictive Notes Legend has been removed, the applicable Effectiveness Date, such Initial Notes are assigned an unrestricted CUSIP number and the Initial Notes are Freely Tradable.
(c) In no event shall Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance payable pursuant to this Section 4.06 accrue, together with the terms of the Exchange Offer on or prior to the 180th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable Notes over and above the stated interest payable pursuant to Section 9.04(b), at a rate per year in excess of 0.50% per annum for annum, regardless of the first 90 days commencing on the (x) 181st day after the Issue Date in the case number of (A) above events or (y) the day such Exchange Registration Statement or Shelf Registration ceases circumstances giving rise to be effective in the case of (B) and (C) above, requirements to pay such Additional Interest rate increasing by an additional 0.50% per annum pursuant to this Section 4.06 or pursuant to Article 9.
(d) 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 beginning Issuer’s election as the sole remedy relating to a Reporting Default.
(e) The Issuer shall notify the Trustee and the Paying Agent (if other than the Trustee) in writing of each such subsequent 90-day period; provided, however, any Additional Interest that has become due and payable. Such notice shall include reference to the event that caused the Additional Interest rate on to become due, the Registrable 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.
(f) 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 may are not exceed eligible for resale under Rule 144 or if the Notes are not Freely Tradable, in the aggregate 1.50% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of as required under this Section 4.06 (i) above)on any date on which (a) the Issuer and the Guarantor have filed a shelf registration statement for the resale of the Notes (including the Guarantee) and any Ordinary Shares issuable upon exchange of the Notes, (2b) upon such shelf registration statement is effective and usable by Holders identified therein as selling security holders for the effectiveness resale of the Exchange Registration Statement or each Shelf RegistrationNotes, as the case may be (in the case of (ii) above), or (3) Guarantee and any Ordinary Shares issued upon the exchange of Exchange the notes, (c) the Holders may register the resale of their Notes under such shelf registration statement on terms customary for all Registrable Notes tendered (the resale of exchangeable securities offered in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) reliance on Rule 144A and (Cd) above), Additional Interest on any Registrable the Notes then accruing Additional Interest and/or Ordinary Shares sold pursuant to such shelf registration statement become Freely Tradable as a result of such sale, or (ii) once the Issuer has complied with the requirements set forth in clause (or the relevant subclause thereof), as the case may be, shall cease to accruei) above for a period of two 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Indenture (Jazz Pharmaceuticals PLC)
Additional Interest. (a) The Issuers Company and the Initial 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, each of the Issuers Company agrees to pay, as liquidated damages, additional interest on the Registrable Notes ("Additional InterestADDITIONAL 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may beDate, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange 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 an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable the Effectiveness Date, Additional Interest shall accrue be accrued on the Registrable Notes included or that 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 day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if either (A) the 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 180th 190th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of 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 Registrable Notes (over and above any interest otherwise payable on the stated interest Notes) at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st the 191st day after the Issue Date Date, in the case of (A) above above, or (y) the day such the Exchange Registration Statement or Shelf Registration ceases to be effective without being declared effective within five business days in the case of (B) and above, or (z) the day such Shelf Registration ceases to be effective, in the case of (C) above, such Additional Interest rate 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); providedPROVIDED, howeverHOWEVER, that the Additional Interest rate on the Registrable Notes any affected Note may not exceed at any one time in the aggregate 1.50% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), and the denominator of which is 360.aggregate
Appears in 1 contract
Sources: Registration Rights Agreement (Town Sports International Inc)
Additional Interest. (a) The Issuers and the Initial Purchaser 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 agrees agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Notes ("Additional InterestADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) a. 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period;; or
(ii) b. 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of 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 applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) c. if (A) the Company has 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 180th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 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 increasing 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 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 1.501.5% per annumannum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the continuation of a Blackout Period; provided further PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 DateEVENT 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 semi-annually semiannually on each regular interest payment date specified in the Indenture January 1 and July 1 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) December 15 and June 15 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 Notes subject theretoRegistrable 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 monthsmonths 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
Sources: Registration Rights Agreement (Commemorative Brands Inc)
Additional Interest. (a) The Issuers Issuers, the Guarantor and the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers and the Guarantor 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 agrees and the Guarantor agree to pay, as liquidated damages, pay 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 Registration Statement nor the Initial Shelf Registration has not been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodDate;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is has not been declared effective on or prior to the Effectiveness Date applicable thereto or Date;
(Biii) notwithstanding that the Issuers have consummated or will consummate if an Exchange Offer, the Issuers are required to file a Initial Shelf Registration and such Shelf Registration is required by Section 2(c) has not declared effective by the Commission been filed on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness Date, such Additional Interest rate increasing date required by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andSection 3(a);
(iiiiv) if an Initial Shelf Registration required by Section 2(c) has not been declared effective on or prior to the date required by Section 3(a); and/or
(v) if (A) the Company has 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 180th day 180 days after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of 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 event referred to in clauses (i) through (v) above is a "Registration Default"), then the sole remedy available to Holders of the Notes will be the immediate accrual of Additional Interest shall accrue as follows: the per annum interest rate on the Registrable Notes over will increase by 50 basis points during the first 90-day period following the occurrence of a Registration Default and above until it is waived or cured; and the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest interest rate increasing will increase by an additional 0.50% per annum at the beginning of 25 basis points for each such subsequent 90-day period; period during which the Registration Default remains uncured, up to a maximum additional interest rate of 200 basis points per annum, provided, however, that the only Holders of Private Exchange Notes -------- ------- shall be entitled to receive Additional Interest rate on the Registrable Notes may not exceed in the aggregate 1.50% per annum; provided further as a result of a Registration Default pursuant to clause (iii) or (iv), provided, further, that (1) upon the -------- ------- filing of the Exchange Registration Statement or each the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each a Shelf Registration, as the case may be Registration (in the case of (ii) above), (3) upon the filing of the Shelf Registration (in the case of (iii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), or (35) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(Av)(A) above) ), or upon the effectiveness of an the Exchange Registration Statement which had ceased to remain effective (in the case of (v)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (Cv)(C) above), Additional Interest on any Registrable the Notes then accruing Additional Interest as a result of such clause (i), (ii), (iii), (iv) or (v) (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.
(b) The Issuers and the Guarantor 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)(iiia) of this Section 4 will be payable in cash semi-annually on each regular interest payment date specified in the Indenture February 15 and August 15 (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) February 1 and August 1 immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to accrueaccrue and until such Registration Default is cured, by depositing with the Trustee, in trust for the benefit of such 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 Notes subject theretoRegistrable 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 monthsmonths 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 (Insight Communications of Central Ohio LLC)
Additional Interest. (a) The Issuers and the Initial Purchaser Purchasers agree that the Holders of Registrable Registerable 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 agrees agree to pay, 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 with the SEC on or prior to the Filing date 90 days after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.50% per annum for the first 90 days immediately following the each such Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the applicable Effectiveness DateDate in respect of such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.50% per annum for the first 90 days immediately following the day after the applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th 45th day after the Issue Date, date on which the applicable Exchange Offer Registration Statement or Shelf Registration is declared effective or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (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 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 Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st the 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 effective, in the case of (B) and (C) above, and such Additional Interest rate increasing 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 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 1.501.00% per annum; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Registrable Notes Securities tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes 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 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 clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually semiannually on each regular interest payment date specified in the Indenture May 1 and November 1 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) April 15 and October 15 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 Notes subject theretoRegistrable 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 monthsmonths 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 acknowledge and the Initial Purchaser agree that the Holders of Registrable Notes 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, each of the Issuers agrees agree to pay, as liquidated damages, pay additional cash 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes over and above the 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 Filing Date or such 45th day, as the case may beDate, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the 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 the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; and;
(iii) if (A) the Company has 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 180th day 30 days after the Issue Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation the expiration of the Exchange Offer or 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 Registrable Notes Notes, over and above the any stated interest 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) 181st 31st day after the Issue Date Effectiveness Date, in the case of (A) above above, or (x) the date the Exchange 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 Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Registrable Notes may not exceed at any one time in the aggregate 1.501.00% per annum; and provided further further, that (1) upon the filing of the Exchange Registration Statement or each Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Initial Shelf Registration, as the case may be Registration (in the case of (ii) above), or (3) upon the exchange of Exchange Notes Units for all Registrable Notes Units tendered (in the case of (iii)(A) above) ), or upon the effectiveness of an the 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 which had ceased to remain effective (in the case of (iii)(B) and (Ciii)(C) above), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 5 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 clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually cash, on each regular interest payment date specified the dates and in the manner provided in the Indenture (to the Holders of Registrable Notes of record and whether or not any cash interest would then be payable on the regular record date therefor (as specified in the Indenture) immediately preceding such dates)date, commencing with the first such regular interest payment 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 Notes subject theretoNotes, 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 monthsmonths 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 Purchaser 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 agrees agree to pay, 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 Statement has been filed with the SEC on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers are 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 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.500.25% per annum for the first 90 days immediately following the each such Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; andor
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been declared effective by the SEC on or prior to the applicable Effectiveness Date 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 has not been declared effective by the SEC on or prior to the applicable Effectiveness Date with respect to such Shelf Registration Statement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% 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 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Company has Issuers have not exchanged Exchange Notes (and related guarantees) for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 180th day after the Issue DateMarch 16, 2005 or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date March 16, 2005, in the case of (A) above above, or (y) the day such Exchange Shelf Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, and such Additional Interest rate increasing 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 Registrable 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 which Additional Interest accrues on the Notes as a result of the provisions of clauses (i), (ii) and (iii) of this Section 4 may not exceed in the aggregate 1.501.0% per annum; provided further further, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) aboveof this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes (and related guarantees) for all Registrable Notes Securities tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange a Subsequent Shelf Registration Statement or in the case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes 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 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"”), 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 semi-annually on each regular interest payment date specified in the Indenture (simultaneously with, and to the Holders of Registrable Notes of record same persons entitled to receive, stated interest on the regular record date therefor (as specified in the Indenture) immediately preceding such dates)Notes, commencing with the first such regular payment of interest payment date 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 Notes subject theretoRegistrable 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 monthsmonths 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 Purchaser Representative 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 agrees agree to pay, 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 Statement has been filed with the SEC on or prior to before the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is Statement has not been filed with the SEC on or prior to before the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.500.25% per annum for the first 90 days immediately following the each such Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; andor
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been declared effective by the SEC (or was automatically effectively upon its filing with the SEC) on or before the applicable Effectiveness Date 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 has not been declared effective by the SEC (or was not automatically effective upon its filing with the SEC) on or before the applicable Effectiveness Date with respect to such Shelf Registration Statement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% 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 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Company has Issuers have not exchanged Exchange Notes (and related guarantees) for all Notes Registrable Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 180th day after the Issue Datebefore November 26, 2009 or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date November 27, 2009, in the case of (A) above above, or (y) the day such Exchange Shelf Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, and such Additional Interest rate increasing 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 Registrable 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 which Additional Interest accrues on the Notes as a result of the provisions of clauses (i), (ii) and (iii) of this Section 4 may not exceed in the aggregate 1.501.0% per annum; provided further further, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) aboveof this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes (and related guarantees) for all Registrable Notes Securities tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange a Subsequent Shelf Registration Statement or in the case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) and (C) aboveof this Section 4), Additional Interest on any the Registrable Notes 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 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"”), 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 semi-annually on each regular interest payment date specified in the Indenture (simultaneously with, and to the Holders of Registrable Notes of record same persons entitled to receive, stated interest on the regular record date therefor (as specified in the Indenture) immediately preceding such dates)Notes, commencing with the first such regular payment of interest payment date 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 Notes subject theretoRegistrable 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 monthsmonths 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 Purchaser 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, each of the Issuers Company agrees to pay, as liquidated damages, additional interest on the Registrable Notes ("Additional Interest") under the circumstances and to the extent set forth below (below, each of which shall be given independent effecteffect (each a "Registration Default"):
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have Company has consummated or will consummate an 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 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have Company has consummated or will consummate an Exchange Offer, the Issuers are Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date90th day after filing of the Initial Shelf Registration, then, commencing on the day after such applicable the Effectiveness DateDate or the 90th day, as the case may be, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness DateDate or the 90th day, as the case may be, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the 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 180th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate 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 exceed in the aggregate 1.502.0% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes 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 Company shall notify the Trustee within one Business Day after each and every date on which an event a Registration Default 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 a Registration Default will be payable in cash semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), and the denominator of which is 360. Notwithstanding anything to the contrary in this Section 4, the Company shall not be required to pay Additional Dividends to a Holder (i) if such Holder failed to comply with its obligations to make the representations set forth in Section 2(a) or failed to provide the information required to be provided by it, if any, pursuant to Section 5 or (ii) if the Exchange Offer was consummated within 180 days of the Issue Date and such Holder of Registrable Notes was, at any time while the Exchange Offer was pending, eligible to exchange, and did not validly tender, such Registrable Notes for freely transferable corresponding Exchange Notes in such Exchange Offer. The parties hereto agree that the liquidated damages provided for in this Section 4 constitute a reasonable estimate of and are intended to constitute the sole damages that will be suffered by Holders of Registrable Notes by reason of the failure of (i) the Shelf Registration or the Exchange Registration Statement to be filed, (ii) the Shelf Registration to remain effective or (iii) the Exchange Registration Statement to be declared effective and remain effective and the Exchange Offer to be consummated, in each case to the extent required by this Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (Texas New Mexico Power Co)
Additional Interest. (a) The Issuers and In the Initial 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 agrees to pay, 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):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 or (B) notwithstanding that the Issuers Company and the Issuer Trust have consummated or will consummate 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 45th day after delivery of the Shelf Noticedate required by Section 2(b) hereof, then, in the case of subclause (A), then commencing on the day after the Filing Date orapplicable required filing date, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest liquidated damages shall accrue on the Registrable Notes over principal amount of the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and above additional Distributions shall accumulate on the stated interest 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 Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;annum; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial a Shelf Registration Statement is declared effective by the 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 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 Commission on or prior to the applicable Effectiveness Date30th day after the date such Shelf Registration Statement was required to be filed, then, commencing on the 181st day after such applicable Effectiveness the Issue Date, Additional Interest liquidated damages shall accrue on the Registrable Notes over principal amount of the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and above additional Distributions shall accumulate on the stated interest 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 the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodannum; andor
(iii) if (A) the Issuer Trust has not exchanged New Capital Securities for all Capital Securities validly tendered for exchange by their respective Holders or the Company has not exchanged Exchange Notes the New Guarantee or New Junior Subordinated Debentures for all Notes the Guarantee or Junior Subordinated Debentures validly tendered tendered, in accordance with the terms of the Exchange Offer on or prior to the 180th 30th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of date on which the Exchange Offer Registration Statement was declared effective or (CB) 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 Registrable Notes over principal amount of the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and above additional Distributions shall accumulate on the stated interest 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) 181st the 31st day after the Issue Date such effective date, in the case of (A) above above, or (y) the day such Exchange Shelf Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing 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 Registrable Notes liquidation amount of the Capital Securities and any outstanding New Capital Securities, may not exceed in the aggregate 1.500.25% per annum; provided further provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or each a Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or each a Shelf Registration, as the case may be Registration Statement (in the case of clause (ii) above), or (3) upon the exchange of Exchange Notes New Capital Securities, the New Guarantee and New Junior Subordinated Debentures for all Registrable Notes Capital Securities, the Guarantee and all Junior Subordinated Debentures tendered (in the case of clause (iii)(A) above) ), or upon the effectiveness of an Exchange the Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of clause (iii)(B) above) liquidated damages on the Junior Subordinated Debentures and (C) above)any outstanding New Junior Subordinated Debentures, Additional Interest and additional distributions on the liquidation amount of the Capital Securities and any Registrable Notes then accruing Additional Interest 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 semi-annually on each regular 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 payment date specified in and distributions pursuant to the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), 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 and the Initial Purchaser 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 agrees agree 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 Company has consummated or will consummate an the 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 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the day after the applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the 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 180th 210th day after the Issue DateDate (unless such date is not a Business Day, then the next succeeding Business Day) or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 181st 210th 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 increasing 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 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 1.501.0% per annum; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) above), of this Section 4) or (3) upon the exchange of the Exchange Notes Securities for all Registrable Notes Securities tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 (i) pay Additional Interest only on Registrable Securities and (ii) 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 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 semi-annually semiannually on each regular interest payment date specified in the Indenture February 1 and August 1 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) January 15 and July 15 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 Notes subject theretoRegistrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day monthsmonths 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 (Davis-Standard CORP)
Additional Interest. (a) The Issuers and the Initial Purchaser Purchasers agree that the Holders of Registrable Notes 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, each of the Issuers agrees agree to pay, as liquidated damages, additional interest on the Registrable 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 required to be filed pursuant to Section 2(c)(iv) has been filed on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may beDate, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the applicable Effectiveness Date, Date then, commencing on the day after such the applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.500.25% per annum for the first 90 days immediately following the day after the applicable each such Effectiveness Date, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if either (A) the Company has 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 180th 30th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of date on which the Exchange Offer Registration Statement was declared effective or (CB) 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 Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 181st the 91st 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 effective, in the case of (B) and (C) above, such Additional Interest rate 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 Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.501.5% per annum; provided further and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or each a Shelf Registration (in the case of clause (i) aboveof this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the Shelf Registration, as the case may be Registration (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of Exchange Notes Securities for all Registrable Notes Securities tendered (in the case of clause (iii)(A) aboveof this Section 4(a)), or (4) or upon the effectiveness of an Exchange Registration Statement or the applicable Shelf Registration which that had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4(a)), Additional Interest on any Registrable Notes then accruing Additional Interest the 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 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the regular record date therefor Interest Payment Date (as specified defined 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 Notes subject theretoRegistrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised consisting of twelve 30-day months)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 Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Aerojet Ordnance Tennessee Inc)
Additional Interest. (a) The Issuers Issuer and the Initial Purchaser 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, each of the Issuers Issuer agrees to pay, pay 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii”) if (A) the Company Issuer has not neither (i) exchanged Exchange Notes Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer nor (ii) had a Shelf Registration Statement declared effective, in either case on or prior to the 180th 360th day after the Issue Date, (B) notwithstanding clause (A), the Exchange Issuer is required to file a Shelf Registration Statement ceases to be and such Shelf Registration Statement is not declared effective on or prior to consummation of the Exchange Offer 360th day after the date such Shelf Registration Statement filing was requested or required or (C) ), 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), and then Additional Interest shall accrue on the average Accreted Value of the Registrable Notes over and above Securities during the stated interest first 90 days thereafter at a rate of 0.500.25% per annum (which rate will be increased by an additional 0.25% per annum of the average Accreted Value during such 90 day period for each subsequent 90 day period that such Additional Interest continues to accrue, provided that the first rate at which such Additional Interest accrues may in no event exceed 1.00% per annum of the average Accreted Value for any such 90 days day period but that Additional Interest shall always be calculated on the average Accreted Value for a 90 day period) (such Additional Interest to be calculated by the Issuer) commencing on the (x) 181st 361st day after the Issue Date Date, in the case of (A) above or above, (y) the 361st day after the date such Shelf Registration Statement filing was requested or required in the case of (B) above or (z) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate 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 exceed in the aggregate 1.50% per annum; provided further that (1) upon the filing exchange of the Exchange Securities for all Securities tendered (in the case of clause (A) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement or each Shelf Registration (in the case of (iB) aboveof this Section 4), (2) or upon the effectiveness of the Exchange applicable Shelf Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any the Registrable Notes then accruing Additional Interest Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 4, the Issuer shall not be obligated to pay Additional Interest provided in Sections 4(a)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(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 shall be payable (i) if such Additional Interest accrued on or prior to November 1, 2011 (the “Full Accretion Date”), added to the Accreted Value of each applicable Security and (ii) if after the Full Accretion Date, paid in cash semi-annually semiannually on each regular interest payment date specified in the Indenture May 1 and November 1 (to the Holders of Registrable Notes holders of record on the regular record date therefor (April 15 and October 15, as specified in the Indenture) applicable, immediately preceding such dates), in each case, payable by the Issuer to the Trustee, on behalf of the holders of the relevant Securities, 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 Accreted Value of the Notes subject theretoRegistrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was were applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day monthsmonths 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 (Michaels Stores Inc)
Additional Interest. (a) The Issuers and the Initial Purchaser 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 agrees to pay, 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th 75th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th 76th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th 75th day, as the case may be, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 35 days af- ter the 180th day after date on which the Issue DateExchange Registration Statement was declared effective, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st 36th day after the Issue Date such effective date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate 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 exceed in the aggregate 1.502.0% per annum; provided further that (1) upon -------- ------- the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes validly tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Issuers Issuer and the Initial Purchaser 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, each of the Issuers Issuer agrees to pay, 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii”) if (A) the Company 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 180th 365th day after the Issue Date, (B) the Exchange Issuer is required to file a Shelf Registration Statement ceases to be and such Shelf Registration Statement is not declared effective on or prior to consummation the later of the Exchange Offer 365th day after the Issue Date and the 90th day after the obligation to file such Shelf Registration Statement arises (the “Effectiveness Deadline”) or (C) 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 Registrable principal amount of the Notes over and above the stated interest 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) 181st 366th day after the Issue Date Date, in the case of clause (A) above or above, (y) the day after the Effectiveness Deadline in the case of clause (B) above or (z) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and clause (C) above, such Additional Interest rate 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 exceed in the aggregate 1.50% per annum; provided further that (1) upon the filing exchange of the Exchange Securities for all Securities tendered (in the case of clause (A) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement or each Shelf Registration (in the case of (iB) aboveof this Section 4), (2) or upon the effectiveness of the Exchange applicable Shelf Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and clause (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 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 Notes subject theretoRegistrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-365 day year comprised of twelve 30-30 day monthsmonths 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 and the Initial Purchaser Purchasers agree that the Holders of Registrable Notes 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, each of the Issuers agrees Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Registrable Notes 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes Securities over and above the stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may beDate, such Additional Interest rate increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange 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 an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the 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 180th day after the Issue Date, Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of 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 Registrable Notes Securities (over and above the 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) 181st 151st day after the Issue Date Date, in the case of (A) above above, or (y) the day such the Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate 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 Registrable Notes Securities may not exceed at any one time in the aggregate 1.501.0% per annum; provided further and provided, further, that (1) upon the filing of the Exchange Registration Statement or each a Shelf Registration as required hereunder (in the case of clause (i) aboveof this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or each the Shelf Registration, Registration as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of Exchange Notes Securities for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(Biii)(C) and (C) aboveof this Section 4), Additional Interest on any the Registrable Notes then accruing Additional Interest 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 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 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 on each such date to the record Holder of Registrable Securities on January 15 or July 15, as the case may be, immediately preceding such semi-annually on each regular annual interest payment date specified in (or the Indenture (to the Holders of Registrable Notes of record on the regular record calendar date therefor (as specified in the Indenture) immediately preceding such dates), commencing with the first such regular which would be a semi-annual interest payment date occurring after any such Additional Interest commences to accrueif cash interest were then payable on the Registrable Securities). The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes subject theretoaffected Registrable Securities 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-day year comprised of twelve 30-day monthsmonths and, in the case of a partial month, the actual number of days elapsed 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 Purchaser 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 Company agrees to pay, 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 applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the each such Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the applicable Effectiveness DateDate in respect of such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of 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 applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th 45th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of date on which the Exchange Offer Registration Statement relating thereto was declared effective or (CB) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st 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 increasing 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 Registrable Notes may not exceed at any one time in the aggregate 1.501.0% per annum; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually semiannually on each regular interest payment date specified in the Indenture January 15 and July 15 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) January 1 and July 1 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 Notes subject theretoRegistrable 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 monthsmonths 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 Purchaser parties hereto agree that the Holders ------------------- of Registrable Notes 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, each of the Issuers agrees to pay, 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):
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 or Issue Date, (Bii) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Offer Registration and such Shelf Registration Statement is not filed declared effective within 150 days after the Issue Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the 45th day Issue Date, (iv) the Shelf Registration Statement is not filed with the Commission on or by the Shelf Filing Deadline and/or declared effective within 120 days after delivery the Shelf Filing Deadline, or (v) the Shelf Registration Statement is filed by the date of the Shelf NoticeFiling Deadline and declared effective within 120 days after the Shelf Filing Deadline but shall thereafter cease to be effective (at any time that the Issuer and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (v), thena "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 or more such Registration Defaults, in an amount equal to $ 0.192 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the case of subclause applicable Registration Statement is filed, (A)ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of iii) the Shelf Notice, Additional Interest shall accrue on Registration Statement is declared effective or (iv) the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th dayShelf Registration Statement again becomes effective, as the case may be. 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 (i) the date on which such Additional Interest rate increasing by an additional 0.50% per annum at Security has been exchanged for a freely transferable Exchange Security in the beginning of each subsequent 90-day period;
Registered Exchange Offer, (ii) if (A) neither the Exchange Registration Statement nor date on which it has been effectively registered under the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration Securities Act and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate disposed of 0.50% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the 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 180th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in (iii) the case of (B) and (C) above, such Additional Interest rate 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 exceed in the aggregate 1.50% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes 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 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 respect this Section 3(a), neither the Issuer nor the Guarantors shall be required to pay additional interest to a Holder of which Additional Interest is 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), 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 Purchaser 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 agrees agree to pay, as liquidated damages, pay 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the day after the applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable principal amount of the Notes over and above which are required to be registered under the stated interest 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) 181st 180th 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 increasing 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 Registrable 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 1.501.0% per annum; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveof this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) above), of this Section 4) or (3) upon the exchange of the Exchange Notes for all Registrable Notes Securities tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 semi-annually cash, in each case, semiannually on each regular interest payment date specified in the Indenture January 15 and July 15 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) January 1 and July 1 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 Notes subject theretoRegistrable 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 monthsmonths 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 Purchaser 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 hereto and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, each of the Issuers agrees agree 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of 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 applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 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 increasing 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 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 1.501.5% per annumannum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the continuation of a Blackout Period; provided further PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 DateEVENT 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 semi-annually semiannually on each regular interest payment date specified in the Indenture June 15 and December 15 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) June 1 and December 1 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 Notes subject theretoRegistrable 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 monthsmonths 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 Purchaser 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 agrees agree, jointly and severally to pay, as liquidated damages, pay 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodDate;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is has been declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if either (A) the Company has 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 180th 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 consummation of 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 the sole remedy available to holders of the Notes will be the immediate accrual of Additional Interest shall accrue as follows: the per annum interest rate on the Registrable Notes over will increase by 50 basis points during the first 90-day period following the occurrence of a Registration Default until it is waived or cured; and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest interest rate increasing will increase by an additional 0.50% per annum at the beginning of 25 basis points for each such subsequent 90-day periodperiod during which the Registration Default remains uncured, up to a maximum additional interest rate of 200 basis points per annum; provided, however, that the Additional Interest rate on the Registrable Notes may not exceed in the aggregate 1.50% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each a Shelf Registration, as the case may be Registration (in the case of (ii) above), ) or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered tendered, or the effectiveness of a Shelf Registration, (in the case of (iii)(A) above) ), or upon the effectiveness of an the 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 which had ceased to remain effective (in the case of (iii)(B) and (Ciii)(C) above), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 semi-annually on each regular interest payment date specified in the Indenture February 1 and August 1 (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) January 15 and July 15 immediately preceding such dates), ) commencing with the first such regular interest payment 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 Notes subject theretoRegistrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Entex Information Services Inc)
Additional Interest. (a) The Issuers and the Initial Purchaser Purchasers agree that the Holders of Registrable Notes 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, each of the Issuers agrees Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Registrable Notes 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes Securities over and above the stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may beDate, such Additional Interest rate increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange 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 an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue be accrued on the Registrable Notes Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the 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 180th day after the Issue Date, Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of 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 Registrable Notes Securities (over and above any interest otherwise payable on the stated interest Registrable Securities) at a rate of 0.50.25% per annum for the first 90 days commencing on the (x) 181st 251st day after the Issue Date Date, in the case of (A) above above, or (y) the day such the Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate 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 Registrable Notes Securities may not exceed at any one time in the aggregate 1.501.0% per annum; provided further and provided, further, that (1) upon the filing of the Exchange Registration Statement or each a Shelf Registration as required hereunder (in the case of clause (i) aboveof this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or each the Shelf Registration, Registration as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of Exchange Notes Securities for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4(a)), or upon the effectiveness of an the Exchange Registration Statement which had ceased to remain effective (in the case of (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 (iii)(Biii)(C) and (C) aboveof this Section 4(a)), Additional Interest on any the Registrable Notes then accruing Additional Interest 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 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 to (a)(i)on the Registrable Securities by depositing with the Trustee, (a)(ii) in trust, for the benefit of the Holders thereof, on or (a)(iii) of this Section 4 will be payable in cash before the applicable semi-annually on each regular annual interest payment date specified date, immediately available funds in sums sufficient to pay the Indenture (Additional Interest then due to the Holders of Registrable Notes Securities. The Additional Interest amount due shall be payable on each inter- est payment date to the record Holder of record Registrable Securities entitled to receive the interest payment to be made on the regular record such date therefor (as specified set forth 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 Notes subject theretoaffected Registrable Securities 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-day year comprised of twelve 30-day monthsmonths and, in the case of a partial month, the actual number of days elapsed 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 Purchaser Purchasers agree that the Holders of Registrable Notes 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, each of the Issuers Company agrees to pay, as liquidated damages, additional interest on the Registrable Notes 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 Registration Statement nor (or, if the Exchange Offer 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 or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes Securities over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may beDate, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement is declared effective by the SEC nor the Initial Shelf Registration is declared effective filed with the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the 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 180th day after the Issue Consummation Date, (B) if applicable, the Exchange Shelf Registration Statement ceases to be has not been declared effective on or prior to consummation of the Exchange Offer Consummation Date or (C) 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 Registrable Notes Securities (over and above any interest otherwise payable on the stated interest Registrable Securities) at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 181st 166th day after the Issue Date Date, in the case of (A) above or (B) above, or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate 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 Securities may not exceed at any one time in the aggregate 1.501.0% per annum; provided further and provided, further, that (1) upon the filing of the Exchange Registration Statement (or, if the Exchange Offer is not permitted under applicable law or each SEC policy, the Initial Shelf Registration Registration) as required hereunder (in the case of clause (i) aboveof this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or each the filing of the Shelf Registration, Registration as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) aboveof this Section 4(a)), or upon the effectiveness of the Shelf Registration (in the case of clause (iii)(B) of this Section 4(a)) or upon the effectiveness of an Exchange Registration Statement or the Shelf Registration which had ceased to remain effective (in the case of clause (iii)(Biii)(C) and (C) aboveof this Section 4(a)), Additional Interest on any the Registrable Notes then accruing Additional Interest 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 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders record Holder of Registrable Notes of record Securities entitled to receive the interest payment to be made on the regular record such date therefor (as specified set forth 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 Notes subject theretoaffected Registrable Securities 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-day year comprised of twelve 30-day monthsmonths 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 Purchaser 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, each of the Issuers Issuer agrees to pay, 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 applicable Filing Date or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate an the 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 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the each such Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the applicable Effectiveness DateDate in respect of such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of 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 applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company 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 180th 45th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of date on which the Exchange Offer Registration Statement relating thereto was declared effective or (CB) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st 46th day after the Issue Date such effective date, in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate 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 exceed in the aggregate 1.50% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), 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 Purchaser Guarantors acknowledge and agree that the Holders of Registrable Notes 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, each of the Issuers agrees to pay, 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):if:
(i) if (A) neither the Exchange Registration Statement nor the Initial a Shelf Registration has been filed is declared effective by the SEC on or prior to the Filing Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the applicable Effectiveness Date, then, commencing on the 90th day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness Date, date such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodShelf Registration was filed; andor
(iiiii) if (A) the Company has 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 180th day 30th Business Day after the Issue Date, (B) date on which the Exchange Registration Statement ceases to be was declared effective prior to consummation of the Exchange Offer or (CB) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 181st day after following the Issue Date in the case of (A) above or (y) Registration Default, and increasing to 1.00% thereafter, to but excluding the day such Exchange on which the Registration Statement or Shelf Registration ceases to Default has been cured. Additional Interest will be effective paid semi-annually in arrears with the case of (B) and (C) above, interest payment due on the first interest payment date following the date on which such Additional Interest rate increasing 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 Registrable Notes may not exceed in the aggregate 1.50% per annum; provided further that (1) upon the filing accrue under more than one of the Exchange Registration Statement or each Shelf Registration (in the case of foregoing clauses (i) above)and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (2b) upon if a Holder is not able to or does not provide the effectiveness of the Exchange representations and information required in connection with a Shelf Registration Statement or each in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, as the case may Holder will not be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased entitled to remain effective (in the case of (iii)(B) receive any Additional Interest with respect to its Notes; and (Cc) above), Additional Interest on the Issuers and the Guarantors will have no other liabilities with respect to any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrueRegistration Default.
(b) The Issuers shall notify the Trustee within one 5 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 clause (a)(i), (a)(ii) or (a)(iiia)(ii) of this Section 4 will be payable in cash semi-annually cash, on each regular interest payment date specified the dates and in the manner provided in the Indenture (to the Holders of Registrable Notes of record and whether or not any cash interest would then be payable on the regular record date therefor (as specified in the Indenture) immediately preceding such dates)date, commencing with the first such regular interest payment 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 Notes 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-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Issuers Partnership, the Parent and the Initial Purchaser 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, each of the Issuers agrees to pay, 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):if:
(i) if (A) neither the Exchange Registration Statement nor is not filed with the Initial Shelf Registration has been filed SEC on or prior to the Filing Date or (B) notwithstanding that the Issuers have Partnership has consummated or will consummate 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 45th day after delivery later of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date and 30 days after the obligation to file such Shelf Registration arises; or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange 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 an Exchange Offer, the Issuers are Partnership is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the applicable Effectiveness Date, then, commencing on the 60th day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness Date, date such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodShelf Registration was filed; andor
(iii) if (A) the Company Partnership has 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 180th day 30th Business Day after the Issue Date, (B) date on which the Exchange Registration Statement ceases to be was declared effective prior to consummation of the Exchange Offer or (CB) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 181st day after following the Issue Date in the case of (A) above or (y) Registration Default, and increasing to 0.50% thereafter, to but excluding the day such Exchange on which the Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Default has been cured. Additional Interest rate increasing 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 Registrable Notes may not exceed in the aggregate 1.50% per annum; provided further that (1) upon the filing accrue under more than one of the Exchange Registration Statement foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or each does not provide the representations and information required in connection with a Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each a timely manner and is therefore not named as a selling security holder in a Shelf Registration, as the case may Holder will not be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased entitled to remain effective (in the case of (iii)(B) receive any Additional Interest with respect to its Notes; and (Cc) above), Additional Interest on the Partnership and the Guarantors will have no other liabilities with respect to any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrueRegistration Default.
(b) The Issuers Partnership shall notify the Trustee within one 3 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Dupont Fabros Technology, Inc.)
Additional Interest. (a) The Issuers Issuer and the Initial Purchaser 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, each of the Issuers Issuer agrees to pay, 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 applicable Filing Date or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate an the 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 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the either such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the each such Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is 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 thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and in respect of such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness DateRegistration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of 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 applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company 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 180th 45th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of date on which the Exchange Offer Regi▇▇▇▇- tion Statement relating thereto was declared effective or (CB) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st 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 increasing 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 Registrable Notes may not exceed in the aggregate 1.501.00% per annum; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually semiannually on each regular interest payment date specified in the Indenture November 1 and May 1 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) October 15 and April 15 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 Notes subject theretoRegistrable 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 monthsmonths 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 From and after the Initial Purchaser agree that the Holders date an Event of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 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, each of the Issuers agrees to pay, as liquidated damages, additional interest on the Registrable Notes ("Additional InterestEVENT 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 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 or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery date of the Shelf Notice, then, in the case occurrence of subclause (A), commencing on the day after the Filing Date or, in the case an Event of subclause (B), commencing on the 46th day following delivery Default. Such Event of the Shelf Notice, Additional Default Interest shall accrue on from the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms date of the Exchange Offer on or prior to the 180th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate 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 exceed in the aggregate 1.50% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness occurrence of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case Event of (iii)(B) and (C) above), Additional Interest Default on any Registrable Notes 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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 semiannual bond equivalent basis of using a 360-day year comprised composed of twelve 30-day months, and shall automatically cease to accrue once all existing Events of Default have been cured or waived.
(b) 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 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 of the financial information of the Company required pursuant to Section 4.02, a notice stating that Excess Leverage Interest ceased to accrue as of the end of the immediately preceding 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 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 agrees to pay, 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):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 or (B) notwithstanding that the Issuers Company and the Issuer Trust have consummated or will consummate 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 45th day after delivery of the Shelf Noticedate required by Section 2(b) hereof, then, in the case of subclause (A), then commencing on the day after the Filing Date orapplicable required filing date, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest liquidated damages shall accrue on the Registrable Notes over principal amount of the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and above additional Distributions shall accumulate on the stated interest 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 Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;annum; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial a Shelf Registration Statement is declared effective by the 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 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 Commission on or prior to the applicable Effectiveness Date30th day after the date such Shelf Registration Statement was required to be filed, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the 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 180th 181st day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 liquidated damages shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate 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 exceed in the aggregate 1.50% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 Notes subject theretoJunior Subordinated Debentures and, multiplied by a fractionif the Exchange Offer has been consummated, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined New Junior Subordinated Debentures, and additional Distributions shall accumulate on the basis liquidation amount of the Capital Securities and, if the Exchange Offer has been consummated, the New Capital Securities, each at a 360-day year comprised rate of twelve 30-day months), and 0.25% per annum; or
(v) (A) the denominator of which is 360.Issuer Trust has not exchanged New Capital Securities for all Capital Securities validly tendered for exchange by their respective Holders or the Company has not exchanged the New Guarantee or New Junior
Appears in 1 contract
Sources: Registration Rights Agreement (Triangle Capital Trust)
Additional Interest. (a) The Issuers Company and the Initial Purchaser Purchasers agree that the Holders of Registrable Notes 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, each of the Issuers Company agrees to pay, as liquidated damages, additional dividends on the Exchangeable Preferred Stock or interest on the Registrable 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 (A) neither the Exchange applicable Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to with the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day Commission within 45 days after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodIssue Date;
(ii) if 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;
(Aiii) neither the Exchange Offer is consummated nor the Shelf Registration Statement nor the Initial Shelf Registration is declared effective within 120 days after the Issue Date;
(iv) after a Registration 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 or prior 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 Effectiveness Date applicable thereto date on which all Registration Defaults have been cured calculated on the liquidation preference of the Exchangeable Preferred Stock or (B) notwithstanding that the Issuers have consummated or additional cash interest will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest Exchange Debentures at a rate of 0.500.5% per annum for from and including the first 90 days immediately following date on which any Registration Default shall occur to but excluding the day after date on which all Registration Defaults have been cured calculated on the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms principal amount of the Exchange Offer on or prior to the 180th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate 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 exceed in the aggregate 1.50% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf RegistrationDebentures, 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 case of (ii) above)Exchangeable Preferred Stock, or (3) upon on the exchange of date interest is payable for the Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof)Debentures, as the case may be, shall cease to accrue.
be (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 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 available funds and to all other holders of Transfer Restricted Securities by mailing checks to their registered addresses. Any amounts Following the cure of Additional Interest due pursuant 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 (a)(ii) such Shelf Registration Statement or prospectus has ceased to be usable solely as a result of (A) the filing of a post-effective amendment thereto to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (B) other material events, with respect to the Company, that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (B), (a)(ii) the Company is proceeding promptly and in good faith to amend or (a)(iii) supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Shelf Registration Statement or prospectus is not usable for a continuous period in excess of this Section 4 will 30 days, a Registration Default shall be payable in cash semi-annually on each regular interest payment date specified in the Indenture (deemed to the Holders of Registrable Notes of record have occurred on the regular record date therefor (as specified in the Indenture) immediately preceding day following 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 Notes 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-day year comprised of twelve 30-day months), period and the denominator of which to be continuing until such Registration Default 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 Purchaser Purchasers agree that the Holders of Registrable Notes 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, each of the Issuers agrees Company and the Guarantors agree to pay, as liquidated damages, additional interest on the Registrable 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 Registration Statement nor the Initial Shelf Registration has not been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is has not been filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Registration Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes Securities over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th daythe Shelf Registration Filing Date, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange 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 an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Shelf Registration Effectiveness Date, Additional Interest shall accrue on the Registrable Notes Securities included or that 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 day after Effectiveness Date or the applicable Shelf Registration Effectiveness Date, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if either (A) the Company has 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 180th 240th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of 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 Registrable Notes over Securities(over and above any interest otherwise payable on the stated interest Securities) at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st the 240th day after the Issue Date Date, in the case of (A) above above, or (y) the day such the Exchange Registration Statement or Shelf Registration ceases to be effective without being declared effective within five Business Days in the case of (B) and above, or (z) the day such Shelf Registration ceases to be effective, in the case of (C) above, such Additional Interest rate 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 Registrable Notes any affected Security may not exceed at any one time in the aggregate 1.502.0% per annum; provided further provided, further, that the Company and the Guarantors shall in no event be required to pay Additional Interest for more than one Registration Default at any given time; and provided, further, that (1) upon the filing of the Exchange Registration Statement or each a Shelf Registration (in the case of clause (i) aboveof this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or each the Shelf Registration, as the case may be Registration (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of Exchange Notes Securities for all Registrable Notes Securities tendered (in the case of clause (iii)(A) above) of this Section 4(a)), or upon the effectiveness of an the Exchange Registration Statement or Shelf Registration which that had ceased to remain effective (in the case of (iii)(B) and of this Section 4(a)) or upon the effectiveness of the Shelf Registration that had ceased to remain effective (Cin the case of (iii)(C) aboveof this Section 4(a)), Additional Interest on any Registrable Notes then accruing Additional Interest the 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 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 semi-annually quarterly on each regular interest payment date specified in the Indenture Interest Payment Date (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such datesCorresponding Record 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 Notes subject theretorelevant Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised consisting of twelve 30-day months)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 Purchaser 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 agrees agree 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of 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 applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.50% per annum at the beginning of each subsequent the immediately following 90-day period; andor
(iii) if (A) the Company has 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 180th 210th day after the Issue 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) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st 211th 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 increasing 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 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 1.501.0% per annum; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 semi-annually semiannually on each regular interest payment date specified in the Indenture June 15 and December 15 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) June 1 and December 1 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 Notes subject theretoRegistrable 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 monthsmonths 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 Issuer and the Initial Purchaser 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, each of the Issuers Issuer agrees to pay, 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate 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 45th 30th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), 11 -11- commencing on the 46th 31st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the Filing Date or such 45th 30th day, as the case may be, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have Issuer has consummated or will consummate an Exchange Offer, the Issuers are Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date90th day following the date such Shelf Registration was required to be filed, then, in the case of subclause (A), commencing on the day after such applicable 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 Registrable Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the day after the applicable Effectiveness DateDate or such 91st day, as the case may be, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the 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 180th day 45 days after the Issue Datedate 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 (C) 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 Registrable Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 181st 46th day after the Issue Date such effective date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate 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 exceed in the aggregate 1.501.0% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes 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 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The Issuers Obligors and the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Issuers Obligors 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 Company agrees to pay, as liquidated damages, pay 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day periodDate;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is has been declared effective on or prior to the Effectiveness Date applicable thereto or Date;
(Biii) notwithstanding that the Issuers have consummated or will consummate if an Exchange Offer, the Issuers are required to file a Initial Shelf Registration and such Shelf Registration is has not declared effective by the Commission been filed (x) on or prior to the applicable date 45 days after delivery of the Shelf Notice or (y) if the Initial Purchaser shall hold any Notes representing the unsold allotment on the Effectiveness Date, then, commencing on or prior to the 10th day following the Effectiveness Date;
(iv) if an Initial Shelf Registration has not been declared effective (x) on or prior to the date 125 days after the delivery of the Shelf Notice or (y) if the Initial Purchaser shall hold any Notes representing the unsold allotment on the day after such applicable Effectiveness Date, Additional Interest shall accrue then on or prior to the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately 60th day following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andand/or
(iiiv) if (A) the 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 180th 30th day after the Issue Date, date on which the Exchange Offer Registration Statement was declared effective or (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of the time that the Exchange Offer is consummated as to all Notes validly tendered 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 termination of the Effectiveness Period, then Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate 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 exceed in the aggregate 1.50% per annum; provided further that .
(1) upon the filing of the Exchange Registration Statement or each the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each a Shelf Registration, as the case may be Registration (in the case of (ii) above), (3) upon the filing of the Shelf Registration (in the case of (iii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), or (35) upon the exchange of Exchange Notes for all Registrable Notes tendered or the effectiveness of a Shelf Registration (in the case of (iii)(Av)(A) above) ), or upon the subsequent effectiveness of an the Exchange Registration Statement which had ceased to remain effective or the effectiveness of a Shelf Registration (in the case of (v)(B) above), or upon the subsequent effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (Cv)(C) above), Additional Interest on any Registrable the Notes then accruing Additional Interest as a result of such clause (i), (ii), (iii), (iv) or (v) (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.
(b) The Issuers Obligors shall notify the Trustee Holders 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), (a)(iii), (a)(iv) or (a)(iiia)(v) of this Section 4 will be payable in cash semi-annually on each regular interest payment date specified in the Indenture June 15 and December 15 (to the Holders of Registrable Notes of record on the regular record date therefor (as specified June 1 and December 1 in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to accrueaccrue and until such Registration Default is cured, 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 Notes subject theretoRegistrable 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 monthsmonths 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 (River Marine Terminals Inc)
Additional Interest. (a) The Issuers and the Initial Purchaser 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 agrees agree to pay, as liquidated damages, additional interest on the Registrable Notes ("Additional InterestADDITIONAL 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 or (B) notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.50% per annum for the first 90 days immediately following the each such Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the applicable Effectiveness DateDate in respect of such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.50% per annum for the first 90 days immediately following the day after the applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th 195th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day 196th day, as the case may be, 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 increasing 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 Registrable Notes may not exceed in accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate 1.50amount of Additional Interest exceed 1.00% per annum; provided further PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Registrable Notes Securities tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 DateEVENT 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 semi-annually semiannually on each regular interest payment date specified in the Indenture June 1 and December 1, (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) May 15 and November 15 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 Notes subject theretoRegistrable 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 monthsmonths 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 (Transdigm Holding Co)
Additional Interest. (a) The Issuers Issuer acknowledges and the Initial Purchaser agree agrees that the Holders of Registrable Notes will suffer damages if the Issuers fail Issuer 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, each of the Issuers Issuer agrees to pay, as liquidated damages, pay additional cash 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes over and above the 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 Filing Date or such 45th day, as the case may beDate, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the 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 the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; and;
(iii) if (A) the Company 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 180th day 30 days after the Issue Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation the expiration of the Exchange Offer or 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 Notes 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 Issuer issues 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 Registrable Notes Notes, over and above the any stated interest 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) 181st 31st day after the Issue Date Effectiveness Date, in the case of clause (A) above above, or (x) the date the Exchange 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 Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and clause (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Registrable Notes may not exceed at any one time in the aggregate 1.501.00% per annum; and provided further further, that (1) upon the filing of the Exchange Registration Statement or each Initial Shelf Registration (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Initial Shelf Registration, as the case may be Registration (in the case of clause (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) ), or upon the effectiveness of an the 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 which had ceased to remain effective (in the case of clause (iii)(B) and (Ciii)(C) above), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 Issuer shall notify the Trustee within one 5 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 clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually or in PIK Notes, on each regular interest payment date specified the dates and in the manner provided in the Indenture (to the Holders of Registrable Notes of record and whether or not any cash interest would then be payable on the regular record date therefor (as specified in the Indenture) immediately preceding such dates)date, commencing with the first such regular interest payment 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 Notes subject theretoNotes, 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 monthsmonths 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 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 agrees agree to pay, 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):below:
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeDate, then, in the case of subclause (A), commencing on the 91st day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeIssue Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may beDate, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange 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 an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the 181st day after such applicable Effectiveness the Issue Date, Additional Interest shall accrue on the Registrable Notes 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 day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has 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 180th 225th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of 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 Registrable Notes (over and above the stated any interest otherwise payable on such Notes) at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st the 226th day after the Issue Date with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above above, or (y) the day such the Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate 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 which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note); providedPROVIDED, howeverHOWEVER, that the Additional Interest rate on the Registrable Notes any affected Note may not exceed at any one time in the aggregate 1.502.0% per annum; provided further and PROVIDED, FURTHER, that (1) upon the filing of the Exchange Registration Statement or each a Shelf Registration (in the case of clause (i) above), of this Section
(a) (2) upon the effectiveness of the Exchange Registration Statement or each the Shelf Registration, as the case may be Registration (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4(a)), or upon the effectiveness of an the Exchange Registration Statement which had ceased to remain effective (in the case of (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 (iii)(Biii)(C) and (C) aboveof this Section 4(a)), Additional Interest on any Registrable the affected Notes 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"). 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 semi-annually on each regular interest payment date specified in by the Indenture (or such other indenture) to the Holders of Registrable Notes of record holders entitled to receive the interest payment to be made on the regular record date therefor (as specified in the Indenture) immediately preceding such dates), commencing date. 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 affected Registrable Notes subject theretoof 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-day year comprised of twelve 30-day months), and the denominator of which is 360.comprised
Appears in 1 contract
Sources: Registration Rights Agreement (Spinnaker Industries Inc)
Additional Interest. (a) The Issuers and the Initial Purchaser 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 agrees agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Notes ("Additional InterestADDITIONAL 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable principal amount of 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 applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 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 increasing 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 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 1.502.0% per annumannum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the continuation of a Blackout Period; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 DateEVENT 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 semi-annually semiannually on each regular interest payment date specified in the Indenture February 15 and August 15 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) February 1 and August 1 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 Notes subject theretoRegistrable 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 monthsmonths 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
Sources: Registration Rights Agreement (Anchor Glass Container Corp /New)
Additional Interest. (a) The Issuers and the Initial Purchaser Purchasers agree that the Holders of Registrable Notes 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, each of the Issuers agrees agree to pay, as liquidated damages, additional interest on the Registrable 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 been filed on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes Securities over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may beDate, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the applicable Effectiveness Date90th day following the date such Shelf Registration was filed, then, commencing on the day after such applicable Effectiveness Daterequired effective date, Additional Interest shall accrue on the Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the day after the applicable Effectiveness Dateeach such filing date, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if either (A) the Company has 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 180th 45th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of date on which the Exchange Offer Registration Statement was declared effective or (CB) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 181st the 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 effective, in the case of (B) and (C) above, such Additional Interest rate 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 Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.501.0% per annum; provided further and provided, further, that (1) upon the filing of the Exchange Offer Registration Statement or each a Shelf Registration (in the case of clause (i) aboveof this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the Shelf Registration, as the case may be Registration (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the exchange of Exchange Notes Securities for all Registrable Notes Securities tendered (in the case of clause (iii)(A) above) of this Section 4(a)), or upon the effectiveness of an Exchange Registration Statement or the applicable Shelf Registration which that had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4(a)), Additional Interest on any Registrable Notes then accruing Additional Interest the Securi- ties 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 (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each regular interest payment date specified in the Indenture April 15 and October 15 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) April 1 and October 1 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 Notes subject theretoRegistrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised consisting of twelve 30-day months)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 (Town Sports International Inc)
Additional Interest. (a) The Issuers and the Initial 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 agrees agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Notes Securities ("Additional InterestADDITIONAL 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.500.5% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.500.5% per annum for the first 90 days immediately following the day after the applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.500.5% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th 30th day after the Issue Date, Effectiveness Date or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.500.5% per annum for the first 90 days commencing on the (x) 181st 31st day after the Issue Date Effectiveness 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 increasing 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 Registrable 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 1.501.0% per annum; provided further PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes Securities for all Registrable Notes Securities tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable Notes then accruing Additional Interest the 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 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 DateEVENT 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 semi-annually semiannually on each regular interest payment date specified in the Indenture May 15 and November 15 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) May 1 and November 1 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 Notes subject theretoRegistrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day monthsmonths 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 Purchaser Purchasers agree that the Holders of Registrable Notes 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, each of the Issuers agrees Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Registrable Notes 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes Securities over and above the stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may beDate, such Additional Interest rate increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange 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 an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the 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 180th day after the Issue Date, Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of 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 Registrable Notes Securities (over and above the 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) 181st 151st day after the Issue Date Date, in the case of (A) above above, or (y) the day such the Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate 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 Registrable Notes Securities may not exceed at any one time in the aggregate 1.501.0% per annum; provided further and provided, further, that (1) upon the filing of the Exchange Registration Statement or each a Shelf Registration as required hereunder (in the case of clause (i) aboveof this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or each the Shelf Registration, Registration as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of Exchange Notes Securities for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(Biii)(C) and (C) aboveof this Section 4), Additional Interest on any the Registrable Notes then accruing Additional Interest 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 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 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 on each such date to the record Holder of Registrable Securities on June 1 or December 1, as the case may be, immediately preceding such semi-annually on each regular annual interest payment date specified in (or the Indenture (to the Holders of Registrable Notes of record on the regular record calendar date therefor (as specified in the Indenture) immediately preceding such dates), commencing with the first such regular which would be a semi-annual interest payment date occurring after any such Additional Interest commences to accrueif cash interest were then payable on the Registrable Securities). The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes subject theretoaffected Registrable Securities 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-day year comprised of twelve 30-day monthsmonths and, in the case of a partial month, the actual number of days elapsed 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 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, each of the Issuers Company agrees to pay, as liquidated damagesdamages and as the sole and exclusive remedy therefor, 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 or Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration Statement is not filed on or prior to within 45 days following the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Issue Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 30 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the 46th day after the applicable Effectiveness Issue Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 9030-day period; andor
(iiiii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on Registration Statement or prior to the 180th day after Shelf Registration Statement is not declared effective within 150 days following the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the 151st day after the Issue Date such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period; or
(iii) if (A) the Company has not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 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, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of the Issue Date (unless all the Notes have been sold thereunder), then Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for the first 30 days commencing on (x) the 181st day after the Issue Date with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above above, or (y) the day such 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 (B) and (C) above, such Additional Interest rate 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 Registrable Notes under clauses (i), (ii) or (iii) above, may not exceed in the aggregate 1.502.0% per annum; and provided further further, that (1) upon the filing of the Exchange Offer Registration Statement or each Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or each Shelf Registration, as the case may be Registration Statement (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above) ), or upon the effectiveness of an the Exchange Offer Registration Statement or Shelf Registration which had ceased to remain effective (in the case of clause (iii)(B) and above), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (Cin the case of clause (iii)(C) above), Additional Interest on any Registrable the Notes 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 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"). 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 semi-annually on each regular interest payment date specified in by the Indenture (or such other indenture) to the Holders of Registrable Notes of record holders entitled to receive the interest payment to be made on the regular record date therefor (as specified in the Indenture) immediately preceding such dates)date, 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 affected Registrable Notes subject theretoof 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-day year comprised of twelve 30-day monthsmonths 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)
Additional Interest. (a) The Issuers Company and the Initial 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, each of the Issuers Company agrees to pay, as liquidated damages, pay 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 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; andand/or
(iii) if either (A) ), if applicable, the 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 180th 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 consummation of 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 the sole remedy available to holders of the Notes will be the immediate accrual of Additional Interest shall accrue as follows: the per annum interest rate on the Registrable Notes over will increase by 0.5% upon the occurrence of the first Registration Default; and above the stated per annum interest at 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) 181st day after the Issue Date in the case of (A) above or (y) the day such Exchange all Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) aboveDefaults, such Additional Interest rate 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 exceed in the aggregate 1.50% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each a Shelf Registration, as the case may be Registration (in the case of (ii) above), ) or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) ), or upon the effectiveness of an the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (Ciii)(C) above), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 semi-annually on each regular interest payment date specified in the Indenture February 1 and August 1 (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) January 15 and July 15 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 with respect to each Note will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes subject theretosuch 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-day year comprised of twelve 30-day months), 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 Purchaser 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 agrees agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.500.25% per annum for the first 90 days immediately following the such applicable Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the Effectiveness Date applicable Effectiveness Dateto such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.500.25% per annum for the first 90 days immediately following the day after the applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th 30th business day after from the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of date the Exchange Offer Registration Statement was declared effective or (CB) 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 Registrable principal amount of the Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 181st 30th business day after from the Issue Date date the Exchange Offer Registration Statement was declared effective, 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 increasing 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 Registrable 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 1.501.0% per annum; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the Exchange Notes for all Registrable Notes Securities tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the applicable Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), 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 Purchaser Purchasers agree that the Holders of Registrable Notes 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, each of the Issuers agrees agree to pay, as liquidated damages, additional cash interest on the Registrable Notes 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 Registration Statement nor the Initial Shelf Registration has not been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange 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 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Noticedate by which it is required to be filed pursuant to Section 3(a) hereof, Additional Interest shall accrue on the Registrable Notes Securities over and above the 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 45th dayrequired date, as the case may be, such Additional Interest rate increasing by an additional 0.50% 25 basis points per annum at the beginning of each subsequent 90-day period;
(ii) if (AAdditional Interest is not then accruing pursuant to Section 4(a)(i) neither and the Exchange Registration Statement nor is not declared effective by the SEC on or prior to the Effectiveness Date or the Initial Shelf Registration is not declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the 120th day after such applicable Effectiveness Datefiling thereof, Additional Interest shall accrue on the Registrable Notes Securities included or which should have been included in such Registration Statement over and above the 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 the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% 25 basis points per annum at the beginning of each subsequent 90-day period; and
(iii) if Additional Interest is not then accruing pursuant to Section 4(a)(i) and 4(a)(ii) and (A) the Company has 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 180th day after the Issue Date, Consummation Date (B) including by reason of the Exchange Registration Statement ceases ceasing to be effective prior to consummation of the Exchange Offer effective) or (CB) 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 Registrable Notes Securities (over and above the 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) 181st 210th 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 effective, in the case of (B) and (C) above, such Additional Interest rate 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 Registrable Notes Securities may not exceed at any one time in the aggregate 1.50% 100 basis points per annum; provided further and provided, further, that (1) upon the filing of the Exchange Registration Statement or each a Shelf Registration as required hereunder (in the case of clause (ia)(i) aboveof this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or each the Shelf Registration, Registration as the case may be required hereunder (in the case of clause (iia)(ii) aboveof this Section 4), or (3) upon the exchange of Exchange Notes Securities for all Registrable Notes tendered (in the case of clause (iii)(Aa)(iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange Registration Statement or the Shelf Registration which had ceased to remain effective (in the case of clause (iii)(Ba)(iii)(B) and (C) aboveof this Section 4), Additional Interest on any the Registrable Notes then accruing Additional Interest 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 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 The Issuers shall pay the Additional Interest due pursuant to (a)(i)on the Registrable Securities by depositing with the Trustee, (a)(ii) in trust, for the benefit of the Holders thereof, on or (a)(iii) of this Section 4 will be payable in cash before the applicable semi-annually on each regular annual interest payment date specified (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 pay the Indenture (Additional Interest then due to the Holders of Registrable Notes Securities. The Additional Interest amount due shall be payable on each such date to the record Holder of record Registrable Securities on the regular record date therefor (March 1 or September 1, as specified in the Indenture) case may be, immediately preceding such dates), commencing with the first such regular semi-annual interest payment date occurring after any such Additional Interest commences to accrue(or the calendar date which would be a semi-annual interest payment date if cash interest were then payable on the Registrable Securities). 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 Notes subject theretoaffected Registrable Securities 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-day year comprised of twelve 30-day monthsmonths 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 Company and the Initial Purchaser Purchasers agree that the Holders of Registrable Notes 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, each of the Issuers Company agrees to pay, as liquidated damages, additional interest on the Registrable Notes 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):
(iA) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration Statement has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have Company has consummated or will consummate an the Exchange Offer, the Issuers are Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Noticeapplicable thereto, Additional Interest shall accrue on the Registrable Notes Securities over and above the stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following the applicable Filing Date or such 45th day, as the case may beDate, such Additional Interest rate increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration Statement 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 an the Exchange Offer, the Issuers are Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the Commission SEC on or prior to the applicable Effectiveness Date, then, commencing on the day after Date in respect of such applicable Effectiveness DateShelf Registration Statement, Additional Interest shall accrue be accrued on the Registrable Notes Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of 0.50.25% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the 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 180th day after the Issue Date, Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of 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 the Effectiveness Period (other than during a Black Out Period), then Additional Interest shall accrue be accrued on the Registrable Notes Securities (over and above any interest otherwise payable on the stated interest Registrable Securities) at a rate of 0.50.25% per annum for the first 90 days commencing on the (x) 181st 180th day after the Issue Date Date, in the case of (A) above above, or (y) the day such the Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and above, or (z) the day such Shelf Registration Statement ceases to be effective in the case of (C) above, such Additional Interest rate 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 Registrable Notes Securities may not exceed at any one time in the aggregate 1.501.0% per annum; provided further and provided, further, that (1) upon the filing of the Exchange Registration Statement or each a Shelf Registration Statement as required hereunder (in the case of clause (i) aboveof this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or each the applicable Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of Exchange Notes Securities for all Registrable Notes tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an the Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and of this Section 4), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (Cin the case of (iii)(C) aboveof this Section 4), Additional Interest on any the Registrable Notes then accruing Additional Interest 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 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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders record Holder of Registrable Notes of record Securities entitled to receive the interest payment to be made on the regular record such date therefor (as specified set forth 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 Notes subject theretoaffected Registrable Securities 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-day year comprised of twelve 30-day monthsmonths 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 Statement or Exchange Offer to be filed or declared effective, or a Shelf Registration Statement to remain effective, as the case may be, in accordance with this Section 4.
Appears in 1 contract
Additional Interest. (a) The Issuers and the Initial 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 agrees to pay, 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 Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th 150th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th 151st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th 150th day, as the case may be, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable 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 applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has 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 180th day 35 days after the Issue Datedate 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 (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration Registra- tion ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st 36th day after the Issue Date such effective date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate 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 exceed in the aggregate 1.502.0% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes validly tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes 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 semi-annually quarterly on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), and the actual days elapsed occurring in the period for which payable) and the denominator of which is 360.
Appears in 1 contract
Sources: Registration Rights Agreement (Muzak Holdings Finance Corp)
Additional Interest. (a) The Issuers and the Initial Purchaser 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 agrees to pay, 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 either the Exchange Registration Statement nor or the Initial Shelf Registration has not been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th 60th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th 61st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the Filing Date or such 45th 61st day, as the case may be, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither either the Exchange Registration Statement nor or the Initial Shelf Registration is not declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.500.25% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has 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 180th 240th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of the Exchange Offer or (C) 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 Registrable Notes over and above the stated interest at a rate of 0.50.025% per annum for the first 90 days commencing on the (x) 181st 241st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.500.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that in no event shall the Additional Interest rate on the Registrable Notes may not exceed in the aggregate 1.501.0% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Additional Interest may not accrue pursuant to more than one clause of subsection (a) at any one time.
(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 semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the 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 Notes 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-day year comprised of twelve 30-day months), and the denominator of which is 360. Any payments made pursuant to this Section 4 shall have the benefit of Section 4.24 of the Indenture, if applicable.
Appears in 1 contract
Sources: Registration Rights Agreement (3055854 Nova Scotia Co)
Additional Interest. (a) The Issuers and the Initial Purchaser 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 agrees agree to pay, 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 applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf NoticeFiling Date applicable thereto, then, in the case of subclause (A), commencing on the day after the any such lapsed Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf NoticeDate, Additional Interest shall accrue on the Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.500.25% per annum for the first 90 days immediately following the each such lapsed Filing Date or such 45th dayDate, as the case may be, and such Additional Interest rate increasing 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 an the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission SEC on or prior to the applicable Effectiveness DateDate in respect of such Shelf Registration, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.500.25% per annum for the first 90 days immediately following the day after the applicable such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.500.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company has 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 180th 185th day after the Issue Date, Date or (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) 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 Registrable Notes over and above principal amount of the stated interest Securities at a rate of 0.500.25% per annum for the first 90 days commencing on the (x) 181st the 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 increasing 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 Registrable Notes may not exceed at any one time in the aggregate 1.50% per annum; provided further provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or each the Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or each the Shelf Registration, Registration Statement as the case may be required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Registrable Notes Securities tendered (in the case of clause (iii)(A) above) of this Section 4), or upon the effectiveness of an Exchange the Shelf Registration Statement or Shelf Registration which had ceased to remain effective (in the case of clause (iii)(B) and (C) aboveof this Section 4), Additional Interest on any Registrable the Notes then accruing Additional Interest 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 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 semi-annually semiannually on each regular interest payment date specified in the Indenture April 15 and October 15 (to the Holders of Registrable Notes holders of record on the regular record date therefor (as specified in the Indenture) April 1 and October 1 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 Notes subject theretoRegistrable 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 monthsmonths and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
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