Additional Dividends. (a) The Company and the Initial Purchaser agree that the Holders of Transfer Restricted Preferred Stock will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages and as the sole and exclusive remedy therefor, additional dividends on the Preferred Stock ("Additional Dividends") under the circumstances and to the extent set forth below: (i) if neither the Exchange Registration Statement nor the Shelf Registration has been filed on or prior to the Filing Date, then, commencing on the 31st day after the Issue Date, Additional Dividends shall accrue on the Preferred Stock over and above the stated interest at a rate of 0.50% per annum for the first 60 days commencing on the 31st day after the Issue Date, such Additional Dividends rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-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 Dividends shall accrue on the Preferred Stock 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 Dividend 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 not exchanged Exchange Preferred Stock for all Preferred Stock validly tendered in accordance with the terms of the Exchange Offer on or prior to the 120th day after the Filing Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Dividends shall accrue (over and above any interest otherwise payable on such Preferred Stock) at a rate of 0.50% per annum for the first 30 days commencing on (x) the 121st day after the Filing Date with respect to the Preferred Stock validly tendered and not exchanged by the Company, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Dividend rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 30-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Preferred Stock which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Dividends shall accrue on such Preferred Stock); provided, however, that the Additional Dividends rate on any affected Preferred Stock may not exceed at any one time in the aggregate 2.0% per annum; and provided, further, that (1) upon the filing of the Exchange Registration Statement or a Shelf Registration (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Preferred Stock for all Preferred Stock tendered (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)(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)(C) of this Section 4(a)), Additional Dividends on the affected Preferred Stock as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Company shall notify the Paying Agent within one business day after each and every date on which an event occurs in respect of which Additional Dividends are required to be paid (an "Event Date"). The Company shall pay the Additional Dividends due on the Transfer Restricted Preferred Stock by depositing with the Paying Agent (which shall not be the Company for these purposes) for the Transfer Restricted Preferred Stock, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next dividend payment date specified by the Certificate of Designation (or such other certificate of designation), sums sufficient to pay the Additional Dividends then due. Any amounts of Additional Dividends due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Preferred Stock in cash quarterly on each dividend payment date specified by the Certificate of Designation (or such other certificate of designation) to the record holders entitled to receive the dividend payment to be made on such date. Commencing with the first such date occurring after any such Additional Dividends commence to accrue. The amount of Additional Dividends will be determined by multiplying the applicable Additional Dividends rate by the principal amount of the affected Transfer Restricted Preferred Stock of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Dividends rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Samples: Preferred Stock Registration Rights Agreement (National Tobacco Co Lp)
Additional Dividends. (a) The Company and the Initial Purchaser agree that the Holders of Transfer Restricted Preferred Stock will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages and as the sole and exclusive remedy therefor, additional dividends on the Preferred Stock ("Additional Dividends") under the circumstances and to the extent set forth below:
(i) if neither the Preferred Stock Exchange Offer Registration Statement nor the or Preferred Stock Shelf Registration has been Statement is not filed on or prior to within, in the Filing Datecase of the Preferred Stock Exchange Offer Registration Statement, then45 days following the Preferred Stock Issue Date or, commencing on in the 31st day after case of the Issue DatePreferred Stock Shelf Registration Statement, within 45 days following a Preferred Stock Shelf Request, Preferred Stock Additional Dividends shall accrue on the Preferred Stock over and above the stated interest at a rate of 0.50% per annum for the first 60 30 days commencing on the 31st 46th day after the Preferred Stock Issue DateDate or such Preferred Stock Shelf Request, respectively, such Additional Dividends rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period;
(ii) if neither the Preferred Stock Exchange Offer Registration Statement nor the or Preferred Stock Shelf Registration Statement is not declared effective by within, in the SEC on or prior to case of the Effectiveness DatePreferred Stock Exchange Offer Registration Statement, then120 days following the Preferred Stock Issue Date or, commencing on in the 91st day after the Filing Datecase of Preferred Stock Shelf Registration Statement, 120 days following a Preferred Stock Shelf Request, Additional Dividends shall accrue on the Preferred Stock included or which should have been included in such Registration Statement over and above the stated interest Additional Dividends at a rate of 0.50% per annum for the first 30 days commencing on the 91st 121st day after the Filing DatePreferred Stock Issue Date or such Preferred Stock Shelf Request, respectively, such Additional Dividend rate Dividends increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period; andor
(iii) if (A) the Company has not exchanged Exchange Preferred Stock for all Preferred Stock validly tendered in accordance with the terms of the Preferred Stock Exchange Offer on or prior to the 120th day 180 days after the Filing Preferred Stock Issue Date or (B) the Preferred Stock Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Preferred Stock Exchange Offer is consummated or (C) if applicable, the Preferred Stock Shelf Registration Statement has been declared effective and such Preferred Stock Shelf Registration Statement ceases to be effective at any time during prior to the Effectiveness Periodsecond anniversary of the Preferred Stock Issue Date (unless all the Preferred Stock has been sold thereunder), then Additional Dividends shall accrue (on the Preferred Stock over and above any interest otherwise payable on such Preferred Stock) the stated Additional Dividends at a rate of 0.50% per annum for the first 30 days commencing on (x) the 121st 181st day after the Filing Preferred Stock Issue Date with respect to the Preferred Stock validly tendered and not exchanged by the Company, in the case of (A) above, or (y) the day the Preferred Stock 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 Preferred Stock Shelf Registration Statement ceases to be effective in the case of (C) above, such Additional Dividend rate Dividends increasing by an additional 0.50% per annum at the beginning of each such subsequent 30-30- day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Preferred Stock which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Dividends shall accrue on such Preferred Stock); period. provided, however, that the Additional Dividends rate on any affected the Preferred Stock may not exceed at any one time in the aggregate 2.0% per annum; and provided, further, that (1) upon the filing of the Preferred Stock Exchange Offer Registration Statement or a Preferred Stock Shelf Registration Statement (in the case of clause (i) of this Section 4(a)above), (2) upon the effectiveness of the Preferred Stock Exchange Offer Registration Statement or the Preferred Stock Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)above), or (3) upon the exchange of Exchange Preferred Stock for all Preferred Stock tendered (in the case of clause (iii)(A) of this Section 4(a)above), or upon the effectiveness of the Preferred Stock Exchange Offer Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4(a)above), or upon the effectiveness of the Preferred Stock Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(C) of this Section 4(a)above), Additional Dividends on the affected Preferred Stock as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Company shall notify the Paying Agent within one business day after each and every date on which an event occurs in respect of which Additional Dividends are required to be paid (an "Event Date"). The Company shall pay the Additional Dividends due on the Transfer Restricted Preferred Stock by depositing with the Paying Agent (which shall not be the Company for these purposes) for the Transfer Restricted Preferred Stock, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next dividend payment date specified by the Certificate of Designation (or such other certificate of designation), sums or shares of the Preferred Stock, as the case may be, sufficient to pay the Additional Dividends then due. Any amounts of Additional Dividends due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Preferred Stock in cash or shares of the Preferred Stock, as the case may be, quarterly on each dividend payment date specified by the Certificate of Designation (or such other certificate of designation) to the record holders entitled to receive the dividend payment to be made on such date. Commencing , commencing with the first such date occurring after any such Additional Dividends commence to accrue. The amount of Additional Dividends will be determined by multiplying the applicable Additional Dividends rate by the principal amount liquidation preference of the affected Transfer Restricted Preferred Stock of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Dividends rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Samples: Preferred Stock Registration Rights Agreement (Source Media Inc)
Additional Dividends. (a) The Company and the Initial Purchaser parties hereto agree that the Holders holders of Transfer Restricted Preferred Stock will suffer damages if the Company fails Issuers fail to fulfill its their obligations under pursuant to Section 2 or Section 3 hereof 3, as applicable, and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, in the Company agrees to pay, as liquidated damages and as the sole and exclusive remedy therefor, additional dividends on the Preferred Stock ("Additional Dividends") under the circumstances and to the extent set forth below:
event that (i) if neither the Exchange Offer Registration Statement nor or the Shelf Registration has been Statement is not filed with the SEC on or prior to the Filing Datedate specified herein for such filing, then, commencing on the 31st day after the Issue Date, Additional Dividends shall accrue on the Preferred Stock over and above the stated interest at a rate of 0.50% per annum for the first 60 days commencing on the 31st day after the Issue Date, such Additional Dividends rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period;
(ii) if neither the Exchange any such Registration Statement nor the Shelf Registration is has not been declared effective by the SEC on or prior to the Effectiveness Datedate specified herein for such effectiveness after such obligation arises, then, commencing on the 91st day after the Filing Date, Additional Dividends shall accrue on the Preferred Stock 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 Dividend rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period; and
(iii) if (A) the Exchange Offer is required to be Consummated hereunder, the Company has not exchanged Exchange Preferred Stock for all Preferred Stock validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer on or prior to by the 120th day after the Filing Consummation Date or (Biv) the Exchange any such Registration Statement ceases is filed and declared effective but shall thereafter cease to be effective at any time prior to the time that or usable in connection with the Exchange Offer or resales of Transfer Restricted Preferred Stock during a period in which it is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases required to be effective at hereunder without being succeeded immediately by any time during additional Registration Statement covering the Effectiveness Period, then Additional Dividends shall accrue (over and above any interest otherwise payable on such Preferred Stock) at a rate of 0.50% per annum for , the first 30 days commencing on (x) the 121st day after the Filing Date with respect to the Preferred Stock validly tendered and not exchanged by the Company, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Dividend rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 30-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Preferred Stock which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Dividends shall accrue on such Preferred Stock); provided, however, that the Additional Dividends rate on any affected Preferred Stock may not exceed at any one time in the aggregate 2.0% per annum; and provided, further, that (1) upon the filing of the Exchange Registration Statement or a Shelf Registration (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Preferred Stock for all Preferred Stock tendered (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)(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)(C) of this Section 4(a)), Additional Dividends on the affected Preferred Stock as a result of such clause (or the relevant subclause thereof)Private Exchange Preferred Stock, as the case may be, shall which has been filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), then the dividend rate on Transfer Restricted Preferred Stock will increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.5% per annum and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until such Registration Default has been cured, up to a maximum amount of 2.0% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accumulation of Additional Dividends with respect to such Registration Default will cease and upon the cure of all Registration Defaults the dividend rate will revert to accruethe original rate.
(b) The Company shall notify the Paying Agent within one business day after each and every date on which an event occurs in respect of which Additional Dividends are required to be paid (an "Event Date"). The Company shall pay the Additional Dividends due on the Transfer Restricted Preferred Stock by depositing with the Paying Agent (which shall not be the Company for these purposes) for the Transfer Restricted Preferred Stock, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next dividend payment date specified by the Certificate of Designation (or such other certificate of designation), sums sufficient to pay the Additional Dividends then due. Any amounts of Additional Dividends due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Preferred Stock in cash quarterly on each dividend payment date specified by the Certificate of Designation (or such other certificate of designation) to the record holders entitled to receive the dividend payment to be made on such date. Commencing with the first such date occurring after any such Each obligation to pay Additional Dividends commence shall be deemed to accrue. accumulate from and including the applicable Registration Default.
(c) The amount of parties hereto agree that the Additional Dividends provided for in this Section 4 constitute a reasonable estimate of the damages that will be determined suffered by multiplying the applicable Additional Dividends rate by the principal amount holders of the affected Transfer Restricted Preferred Stock by reason of such Holders, multiplied by a fraction, the numerator happening of which is the number of days such Additional Dividends rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360any Registration Default.
Appears in 1 contract
Samples: Preferred Stock Registration Rights Agreement (Spanish Broadcasting System Inc)
Additional Dividends. (a) The Company and the Initial Purchaser agree that the Holders of Transfer Restricted Registrable Preferred Stock will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages and as the sole and exclusive remedy therefor, pay additional dividends on the Preferred Stock ("Additional DividendsADDITIONAL DIVIDENDS") under the circumstances and to the extent set forth below:
(i) if neither the Exchange Registration Statement nor has not been filed on or prior to the Filing Date or the Initial Shelf Registration has not been filed on or prior to the Filing Date, then, commencing on the 31st day after the Issue Date, Additional Dividends shall accrue on the Preferred Stock over and above the stated interest at a rate of 0.50% per annum for the first 60 days commencing on the 31st day after the Issue Date, such Additional Dividends rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is has been declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 91st day after the Filing Date, Additional Dividends shall accrue on the Preferred Stock 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 Dividend rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period; andand/or
(iii) if either (A) ), if applicable, the Company has not exchanged the Exchange Preferred Stock for all Preferred Stock validly tendered in accordance with the terms of the Exchange Offer on or prior to the 120th day 45 days after the Filing Date date on which the Exchange Registration Statement was declared effective or (B) ), if applicable, the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated as to all Preferred Stock validly tendered or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during prior to the Effectiveness Periodearlier of the date on which all Registrable Preferred Stock 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 Preferred Stock will be the immediate accrual of Additional Dividends shall accrue (over as follows: the per annum dividend rate on the Preferred Stock will increase by 0.5% upon the occurrence of the first Registration Default; and above the per annum dividend rate will increase by an additional 0.25% for each subsequent 90-day period during which any interest otherwise payable on such Preferred Stock) at Registration Default remains uncured, up to a maximum additional dividend rate of 0.502.0% per annum for the first 30 days commencing on (x) the 121st day after the Filing Date with respect to the Preferred Stock validly tendered and not exchanged by the Companyall Registration Defaults, in the case of (A) abovePROVIDED, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Dividend rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 30-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Preferred Stock which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Dividends shall accrue on such Preferred Stock); provided, however, that the Additional Dividends rate on any affected Preferred Stock may not exceed at any one time in the aggregate 2.0% per annum; and provided, furtherHOWEVER, that (1) upon the filing of the Exchange Registration Statement or a the Initial Shelf Registration (in the case of clause (i) of this Section 4(a)above), (2) upon the effectiveness of the Exchange Registration Statement or the a Shelf Registration (in the case of clause (ii) of this Section 4(a)), above) or (3) upon the exchange of Exchange Preferred Stock for all Preferred Stock tendered (in the case of clause (iii)(A) of this Section 4(a)above), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)above), Additional Dividends on the affected Preferred Stock as a result of such clause (i), (ii) or (iii) (or the relevant subclause thereof), as the case may be, shall cease to accrueaccumulate and the dividend rate on the Preferred Stock will revert to the dividend rate originally borne by the Preferred Stock. Notwithstanding the foregoing, the amount of Additional Dividends shall not increase because more than one Registration Default has occurred and is pending.
(b) The Company shall notify the Paying Transfer Agent within one business day after each and every date on which an event occurs in respect of which Additional Dividends are required to be paid (an "Event DateEVENT DATE"). The Company shall pay the Additional Dividends due on the Transfer Restricted Preferred Stock by depositing with the Paying Agent (which shall not be the Company for these purposes) for the Transfer Restricted Preferred Stock, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next dividend payment date specified by the Certificate of Designation (or such other certificate of designation), sums sufficient to pay the Additional Dividends then due. Any amounts of Additional Dividends due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each April 1 and October 1 (to the Holders of affected Preferred Stock in cash quarterly record on each dividend payment date specified by the Certificate of Designation (or March 15 and September 15th immediately preceding such other certificate of designation) to the record holders entitled to receive the dividend payment to be made on such date. Commencing dates), commencing with the first such date occurring after any such Additional Dividends commence to accrueaccumulate. The amount of Additional Dividends with respect to each share of Preferred Stock will be determined by multiplying the applicable Additional Dividends Dividend rate by the principal amount of the affected Transfer Restricted Preferred Stock liquidation preference of such Holdersshare of Preferred Stock, multiplied by a fraction, the numerator of which is the number of days such Additional Dividends Dividend rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360.
Appears in 1 contract
Samples: Preferred Stock Registration Rights Agreement (MMH Holdings Inc)
Additional Dividends. (a) The Company and the Initial Purchaser Purchasers agree that the Holders of Transfer Restricted Preferred Stock Registrable Shares will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages and as the sole and exclusive remedy therefordamages, additional dividends on the Preferred Stock Registrable Shares ("Additional Dividends") under the circumstances and to the -------------------- extent set forth below:, each of which shall be given independent effect (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 DateDate or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the 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 31st day after the Issue DateFiling Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Dividends shall accrue accumulate on the Preferred Stock Registrable Shares over and above the stated interest dividend rate at a rate of 0.50% per annum for the first 60 90 days commencing on immediately following the 31st day after Filing Date or such 45th day, as the Issue Datecase may be, such Additional Dividends rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 3090-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 DateDate or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the 90th day after filing of the Initial Shelf Registration, then, commencing on the 91st day after the Filing DateEffectiveness Date or the 90th day, as the case may be, Additional Dividends shall accrue accumulate on the Preferred Stock included or which should have been included in such Registration Statement Registrable Shares over and above the stated interest dividend rate in effect at a rate of 0.50% per annum for the first 30 90 days commencing on immediately following the 91st day after the Filing DateEffectiveness Date or the 90th day, as the case may be, such Additional Dividend Dividends rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 3090-day period; and
(iii) if (A) the Company has not exchanged Exchange Preferred Stock Shares for all Preferred Stock Shares validly tendered in accordance with the terms of the Exchange Offer on or prior to the 120th 180th day after the Filing Date or Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that consummation of the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Dividends shall accrue (accumulate on the Registrable Shares over and above any interest otherwise payable on such Preferred Stock) the stated dividend rate at a rate of 0.50% per annum for the first 30 90 days commencing on the (x) the 121st 181st day after the Filing Issue Date with respect to the Preferred Stock validly tendered and not exchanged by the Company, in the case of (A) above, above or (y) the day the such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of and (C) above, such Additional Dividend Dividends rate increasing by an additional 0.500.25% per annum at the beginning of each such subsequent 3090-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Preferred Stock which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Dividends shall accrue on such Preferred Stock)period; provided, however, that the Additional Dividends rate on any affected Preferred Stock the Registrable Shares -------- ------- may not exceed at any one time in the aggregate 2.0% per annum; and provided, further, provided further that (1) upon -------- ------- the filing of the Exchange Registration Statement or a each Shelf Registration (in the case of clause (i) of this Section 4(a)above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the Shelf Registration case may be (in the case of clause (ii) of this Section 4(a)above), or (3) upon the exchange of Exchange Preferred Stock Shares for all Preferred Stock Registrable Shares tendered (in the case of clause (iii)(A) of this Section 4(a)), above) or upon the effectiveness of the an Exchange Registration Statement or Shelf Registration 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 and (in the case of (iii)(CC) of this Section 4(a)above), Additional Dividends on the affected Preferred Stock any Registrable Shares then accumulating Additional Dividends as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrueaccumulate.
(b) The Company shall notify the Paying Agent each Holder within one business day Business Day after each and every date on which an event a Registration Default occurs in respect of which Additional Dividends are is required to be paid (an "Event Date"). The Company shall pay the Additional Dividends due on the Transfer Restricted Preferred Stock by depositing with the Paying Agent (which shall not be the Company for these purposes) for the Transfer Restricted Preferred Stock, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next dividend payment date specified by the Certificate of Designation (or such other certificate of designation), sums sufficient to pay the Additional Dividends then due. Any amounts ---------- of Additional Dividends due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 a Registration Default will be payable in cash, semi-annually on each regular dividend payment date specified in the Statement of Resolution (to the Holders of affected Preferred Stock Registrable Shares of record on the regular record date therefor (as specified in cash quarterly on each dividend payment date specified by the Certificate Statement of Designation (or Resolution) immediately preceding such other certificate of designation) to the record holders entitled to receive the dividend payment to be made on such date. Commencing dates), commencing with the first such regular dividend payment date occurring after any such Additional Dividends commence to accrueaccumulate. The amount of Additional Dividends will be determined by multiplying the applicable Additional Dividends rate by the principal amount liquidation preference of the affected Transfer Restricted Preferred Stock of such HoldersShares subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Dividends rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), 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 Shares was, at any time while the Exchange Offer was pending, eligible to exchange, and did not validly tender, such Registrable Shares for freely transferable corresponding Exchange Shares 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 Shares 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
Samples: Registration Rights Agreement (TNP Enterprises Inc)
Additional Dividends. (a) The Company and the Initial Purchaser Purchasers agree that the Holders of Transfer Restricted Preferred Stock Registrable Shares will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages and as the sole and exclusive remedy therefordamages, additional dividends on the Preferred Stock Registrable Shares ("Additional Dividends") under the circumstances and to the extent set forth below:, each of which shall be given independent effect (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 DateDate or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the 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 31st day after the Issue DateFiling Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Dividends shall accrue accumulate on the Preferred Stock Registrable Shares over and above the stated interest dividend rate otherwise then in effect at a rate of 0.50% per annum for the first 60 90 days commencing on immediately following the 31st day after Filing Date or such 45th day, as the Issue Datecase may be, such Additional Dividends rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 3090-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 DateDate or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the 90th day after filing of the Initial Shelf Registration, then, commencing on the 91st day after the Filing DateEffectiveness Date or the 90th day, as the case may be, Additional Dividends shall accrue accumulate on the Preferred Stock included or which should have been included in such Registration Statement Registrable Shares over and above the stated interest dividend rate otherwise then if effect at a rate of 0.50% per annum for the first 30 90 days commencing on immediately following the 91st day after the Filing DateEffectiveness Date or the 90th day, as the case may be, such Additional Dividend Dividends rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 3090-day period; and
(iii) if (A) the Company has not exchanged Exchange Preferred Stock Shares for all Preferred Stock Shares validly tendered in accordance with the terms of the Exchange Offer on or prior to the 120th 180th day after the Filing Date or Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that consummation of the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Dividends shall accrue (accumulate on the Registrable Shares over and above any interest the dividend rate otherwise payable on such Preferred Stock) then in effect at a rate of 0.50% per annum for the first 30 90 days commencing on the (x) the 121st 181st day after the Filing Issue Date with respect to the Preferred Stock validly tendered and not exchanged by the Company, in the case of (A) above, above or (y) the day the such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of and (C) above, such Additional Dividend Dividends rate increasing by an additional 0.500.25% per annum at the beginning of each such subsequent 3090-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Preferred Stock which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Dividends shall accrue on such Preferred Stock)period; provided, however, that the Additional Dividends rate on any affected Preferred Stock the Registrable Shares may not exceed at any one time in the aggregate 2.0% per annum; and provided, further, provided further that (1) upon the filing of the Exchange Registration Statement or a each Shelf Registration (in the case of clause (i) of this Section 4(a)above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the Shelf Registration case may be (in the case of clause (ii) of this Section 4(a)above), or (3) upon the exchange of Exchange Preferred Stock Shares for all Preferred Stock Registrable Shares tendered (in the case of clause (iii)(A) of this Section 4(a)), above) or upon the effectiveness of the an Exchange Registration Statement or Shelf Registration 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 and (in the case of (iii)(CC) of this Section 4(a)above), Additional Dividends on the affected Preferred Stock any Registrable Shares then accumulating Additional Dividends as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrueaccumulate.
(b) The Company shall notify the Paying Agent each Holder within one business day Business Day after each and every date on which an event a Registration Default occurs in respect of which Additional Dividends are is required to be paid (an "Event Date"). The Company shall pay the Additional Dividends due on the Transfer Restricted Preferred Stock by depositing with the Paying Agent (which shall not be the Company for these purposes) for the Transfer Restricted Preferred Stock, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next dividend payment date specified by the Certificate of Designation (or such other certificate of designation), sums sufficient to pay the Additional Dividends then due. Any amounts of Additional Dividends due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 a Registration Default will be payable in Share Dividends, semi-annually on each regular dividend payment date specified in the Statement of Resolution (to the Holders of affected Preferred Stock Registrable Shares of record on the regular record date therefor (as specified in cash quarterly on each dividend payment date specified by the Certificate Statement of Designation (or Resolution) immediately preceding such other certificate of designation) to the record holders entitled to receive the dividend payment to be made on such date. Commencing dates), commencing with the first such regular dividend payment date occurring after any such Additional Dividends commence commences to accrueaccumulate. The amount of Additional Dividends will be determined by multiplying the applicable Additional Dividends rate by the principal amount liquidation preference of the affected Transfer Restricted Preferred Stock of such HoldersShares subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Dividends rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), 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 Shares was, at any time while the Exchange Offer was pending, eligible to exchange, and did not validly tender, such Registrable Shares for freely transferable corresponding Exchange Shares 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 Shares 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
Samples: Share Registration Rights Agreement (Texas New Mexico Power Co)
Additional Dividends. (a) The Company and the Initial Purchaser Purchasers agree that the Holders of Transfer Restricted Preferred Stock Registrable Shares will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages and as the sole and exclusive remedy therefor, pay additional dividends on the Preferred Stock Shares ("Additional Dividends") under the circumstances and to the extent set forth below:
(i) if neither the Exchange Offer Registration Statement nor or the Initial Shelf Registration has not been filed on or prior to the Filing Date, then, commencing on the 31st day after the Issue Date, Additional Dividends shall accrue on the Preferred Stock over and above the stated interest at a rate of 0.50% per annum for the first 60 days commencing on the 31st day after the Issue Date, such Additional Dividends rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period;
(ii) if neither the Exchange Offer Registration Statement nor or the Initial Shelf Registration is has not been declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 91st day after the Filing Date, Additional Dividends shall accrue on the Preferred Stock 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 Dividend rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period; and
(iii) if either (A) the Company has not exchanged the Exchange Preferred Stock Shares for all Preferred Stock Shares validly tendered in accordance with the terms of the Exchange Offer on or prior to the 120th day 60 days after the Filing Date date on which the Exchange Offer Registration Statement was declared effective 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 during the Effectiveness Period; (each such event referred to in clauses (i) through (iii) above is a "Registration Default"), then the sole remedy available to holders of the Preferred Shares will be the immediate accrual of Additional Dividends shall accrue (over and above any interest otherwise payable on such Preferred Stock) at a rate of 0.50% as follows: the per annum for the first 30 days commencing dividend rate on (x) the 121st day after the Filing Date with respect to the Preferred Stock validly tendered Shares will increase by 100 basis points; and not exchanged by the Company, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Dividend per annum dividend rate increasing will increase by an additional 0.50% per annum at the beginning of 25 basis points for each such subsequent 3090-day period (it being understood and agreed thatduring which the Registration Default remains uncurred, notwithstanding any provision up to the contrary, so long as any Preferred Stock which is the subject a maximum additional dividend rate of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Dividends shall accrue on such Preferred Stock)150 basis points per annum; provided, however, that the Additional Dividends rate on any affected Preferred Stock may not exceed at any one time in the aggregate 2.0% per annum; and provided, further, that (1) upon the filing of the Exchange Registration Statement or a the Initial Shelf Registration (in the case of clause (i) of this Section 4(a)above), (2) upon the effectiveness of the Exchange Registration Statement or the a Shelf Registration (in the case of clause (ii) of this Section 4(a)), above) or (3) upon the exchange of Exchange Preferred Stock Shares for all Preferred Stock Shares tendered (in the case of clause (iii)(A) of this Section 4(a)above), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)above), any Additional Dividends on the affected Preferred Stock Shares 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 dividend rate on the Preferred Shares will revert to the dividend rate originally borne by the Preferred Shares.
(b) The Company shall notify the Paying Agent Holders within one business day after each and every date on which an event occurs in respect of which any Additional Dividends are Dividend is required to be paid (an "Event Date"). The Company shall pay the Additional Dividends due on the Transfer Restricted Preferred Stock by depositing with the Paying Agent (which shall not be the Company for these purposes) for the Transfer Restricted Preferred Stock, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next dividend payment date specified by the Certificate of Designation (or such other certificate of designation), sums sufficient to pay the Additional Dividends then due. Any amounts of Additional Dividends due pursuant to clauses clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected in additional Preferred Stock in cash quarterly on each dividend payment date specified Shares as contemplated by the Certificate of Designation (or such other certificate of designation) quarterly on each April 1, July 1, October 1 and January 1 to the Holders of record holders entitled to receive on the dividend payment to be made on fifteenth day immediately preceding such date. Commencing dates, commencing with the first such date occurring after any such Additional Dividends commence Dividend commences to accrue. The amount of an Additional Dividends Dividend will be determined by multiplying the applicable Additional Dividends Dividend rate by the principal amount liquidation value of the affected Transfer Restricted Preferred Stock of such HoldersRegistrable Shares, multiplied by a fraction, the numerator of which is the number of days such Additional Dividends Dividend rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360.
Appears in 1 contract
Additional Dividends. (a) The Company and the Initial Purchaser agree that the Holders of Transfer Restricted Preferred Stock Registrable Shares will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages and as the sole and exclusive remedy therefordamages, additional dividends on the Preferred Stock Registrable Shares ("Additional Dividends") under the circumstances and to the -------------------- extent set forth below:below (each of which shall be given independent effect):
(i) if neither (A) the Exchange Registration Statement nor the Shelf Registration has not been filed on or prior to the Filing DateDate or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 60th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the 31st day after the Issue DateFiling Date or, in the case of subclause (B), commencing on the 61st day following delivery of the Shelf Notice, Additional Dividends shall accrue on the Preferred Stock Registrable Shares over and above the stated interest dividend at a rate of 0.50% per annum for the first 60 90 days commencing on immediately following the 31st day after Filing Date or such 60th day, as the Issue Datecase may be, such Additional Dividends rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 3090-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 Company has consummated or will consummate an Exchange Offer, the 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 Date, then, commencing on the 91st day after the Filing such applicable Effectiveness Date, Additional Dividends shall accrue on the Preferred Stock included or which should have been included in such Registration Statement Registrable Shares over and above the stated interest dividend at a rate of 0.50% per annum for the first 30 90 days commencing on immediately following the 91st day after the Filing applicable Effectiveness Date, such Additional Dividend Dividends rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 3090-day period; and
(iii) if (A) the Company has not exchanged Exchange Preferred Stock Shares for all Preferred Stock Shares validly tendered in accordance with the terms of the Exchange Offer on or prior to the 120th day 180 days after the Filing Date or Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that consummation of the Exchange Offer is consummated or (C) if applicable, the a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Dividends shall accrue (on the Registrable Shares over and above any interest otherwise payable on such Preferred Stock) the stated dividend at a rate of 0.50% per annum for the first 30 90 days commencing on the (x) the 121st 181st day after the Filing such Issue Date with respect to the Preferred Stock validly tendered and not exchanged by the Company, in the case of (A) above, above or (y) the day the such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of and (C) above, such Additional Dividend rate increasing by an additional 0.500.25% per annum at the beginning of each such subsequent 3090-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Preferred Stock which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Dividends shall accrue on such Preferred Stock)period; provided, however, that the Additional Dividends Dividend rate on any affected Preferred Stock the Registrable Shares -------- ------- may not exceed at any one time in the aggregate 2.01.0% per annum; and provided, further, provided further that (1) upon -------- ------- the filing of the Exchange Registration Statement or a each Shelf Registration (in the case of clause (i) of this Section 4(a)above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the Shelf Registration case may be (in the case of clause (ii) of this Section 4(a)above), or (3) upon the exchange of Exchange Preferred Stock Shares for all Preferred Stock Registrable Shares tendered (in the case of clause (iii)(A) of this Section 4(a)), above) or upon the effectiveness of the an Exchange Registration Statement or Shelf Registration 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 and (in the case of (iii)(CC) of this Section 4(a)above), Additional Dividends on the affected Preferred Stock any Registrable Shares then accruing Additional Dividends as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Company shall notify the Paying Transfer Agent within one business day after each and every date on which an event occurs in respect of which Additional Dividends are required to be paid (an "Event Date"). The Company shall pay the Additional Dividends due on the Transfer Restricted Preferred Stock by depositing with the Paying Agent (which shall not be the Company for these purposes) for the Transfer Restricted Preferred Stock, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next dividend payment date specified by the Certificate of Designation (or such other certificate of designation), sums sufficient to pay the Additional Dividends then due. Any amounts of Additional Dividends due ---------- pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable quarterly at the Company's option either in cash or by the issuance of additional Shares (including fractional shares) having an aggregate liquidation preference equal to the Holders amount of affected Preferred Stock in cash quarterly such Additional Dividends (but not less than $1.00) on each regular dividend payment date and in the manner provided for the payment of regular dividends, in each case, as specified by in the Certificate of Designation (or such other certificate of designation) to the Holders of Registrable Shares of record holders entitled to receive on the dividend payment to be made on regular record date therefor (as specified in the Certificate of Designation) immediately preceding such date. Commencing dates), commencing with the first such regular dividend payment date occurring after any such Additional Dividends commence commences to accrue. The amount of Additional Dividends will be determined by multiplying the applicable Additional Dividends Dividend rate by the principal amount of the affected Transfer Restricted Preferred Stock of such HoldersShares subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Dividends Dividend rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Samsonite Holdings Inc)
Additional Dividends. (a) The Company and the Initial Purchaser Purchasers agree that the Holders of Transfer Restricted Preferred Stock Registrable Shares will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, in lieu of any other damages that might be obtainable, the Company agrees to pay, as liquidated damages and as the sole and exclusive remedy therefor, pay additional dividends on the Preferred Stock Shares ("Additional DividendsADDITIONAL DIVIDENDS") under the circumstances and to the extent set forth below:
(i) if neither the Exchange Offer Registration Statement nor the Shelf Registration has not been filed on or prior to the Filing Date, then, commencing on Date or the 31st day after Initial Shelf Registration has not been filed within 30 days following the Issue Date, Additional Dividends shall accrue on delivery of a Shelf Notice prior to the Preferred Stock over and above the stated interest at a rate of 0.50% per annum for the first 60 days commencing on the 31st day after the Issue Date, such Additional Dividends rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day periodfiling date;
(ii) if neither the Exchange Offer Registration Statement nor or the Initial Shelf Registration is has not been declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 91st day after the Filing Date, Additional Dividends shall accrue on the Preferred Stock 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 Dividend rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period; and
(iii) if either (A) if applicable, the Company has not exchanged the Exchange Preferred Stock Shares for all Preferred Stock Shares validly tendered in accordance with the terms of the Exchange Offer on or prior to the 120th day 195 days after the Filing Issue Date or (B) if applicable, 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 during prior to the Effectiveness Periodearlier of the date on which all Registrable Shares covered by the Shelf Registration have been sold in the manner set forth and as contemplated in the Shelf Registration on the second anniversary of the Issue Date; (each such event referred to in clauses W through (iii) above is a "REGISTRATION DEFAULT"), then the sole remedy available to holders of the Preferred Shares will be the immediate accrual of Additional Dividends shall accrue (over as follows: the per annum dividend rate on the Preferred Shares will increase by 0.5% upon the occurrence of the first Registration Default; and above the per annum dividend rate will increase by an additional 0.25% for each subsequent 90-day period during which any interest otherwise payable on such Preferred Stock) at Registration Default remains uncured, up to a maximum additional dividend rate of 0.502.00% per annum for the first 30 days commencing on (x) the 121st day after the Filing Date with respect to the Preferred Stock validly tendered and not exchanged by the Companyall Registration Defaults, in the case of (A) abovePROVIDED, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Dividend rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 30-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Preferred Stock which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Dividends shall accrue on such Preferred Stock); provided, however, that the Additional Dividends rate on any affected Preferred Stock may not exceed at any one time in the aggregate 2.0% per annum; and provided, furtherHOWEVER, that (1) upon the filing of the Exchange Registration Statement or a the Initial Shelf Registration (in the case of clause (i) of this Section 4(a)above), (2) upon the effectiveness of the Exchange Registration Statement or the a Shelf Registration (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Preferred Stock for all Preferred Stock tendered (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)(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)(C) of this Section 4(a)), Additional Dividends on the affected Preferred Stock as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Company shall notify the Paying Agent within one business day after each and every date on which an event occurs in respect of which Additional Dividends are required to be paid (an "Event Date"). The Company shall pay the Additional Dividends due on the Transfer Restricted Preferred Stock by depositing with the Paying Agent (which shall not be the Company for these purposes) for the Transfer Restricted Preferred Stock, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next dividend payment date specified by the Certificate of Designation (or such other certificate of designation), sums sufficient to pay the Additional Dividends then due. Any amounts of Additional Dividends due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Preferred Stock in cash quarterly on each dividend payment date specified by the Certificate of Designation (or such other certificate of designation) to the record holders entitled to receive the dividend payment to be made on such date. Commencing with the first such date occurring after any such Additional Dividends commence to accrue. The amount of Additional Dividends will be determined by multiplying the applicable Additional Dividends rate by the principal amount of the affected Transfer Restricted Preferred Stock of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Dividends rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.13 -11-
Appears in 1 contract
Samples: Preferred Stock Registration Rights Agreement (High Voltage Engineering Corp)
Additional Dividends. (a) The Company and the Initial Purchaser agree that the Holders of Transfer Restricted Preferred Stock Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages and as the sole and exclusive remedy therefor, additional dividends on the Preferred Stock constituting Transfer Restricted Securities ("Additional Dividends") under the circumstances and to the extent set forth below:
(i) if neither the Exchange Registration Statement nor the Shelf Registration has been Statement is not filed on or prior to the Filing Date, then, commencing on the 31st day after the Issue Date, Additional Dividends shall accrue on the Preferred Stock over and above the stated interest at a rate of 0.50% per annum for the first 60 days commencing on the 31st day after the Issue Date, such Additional Dividends rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period;
(ii) if neither the Exchange Registration Statement nor the Shelf Registration is declared effective by with the SEC on or prior to the Effectiveness Date, then, commencing on the 91st day after the Filing Date, Additional Dividends shall accrue on the Preferred Stock included or which should have been included in such Registration Statement constituting Transfer Restricted Securities over and above the stated interest dividend rate at a rate of 0.500.25% per annum for the first 30 60 days commencing on the 91st 121st day after the Filing Issue Date, such Additional Dividend rate increasing by an additional 0.500.25% per annum at the beginning of each subsequent 3090-day period;
(ii) if the Shelf Registration Statement is not declared effective on or prior to the Effectiveness Date, Additional Dividends shall accrue on the Preferred Stock constituting Transfer Restricted Securities over and above the stated dividend rate at a rate of 0.25% per annum for the first 90 days commencing on the 181st day after the Issue Date, such Additional Dividend rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; andor
(iii) if (A) the Company Shelf Registration Statement has not exchanged Exchange Preferred Stock for all Preferred Stock validly tendered in accordance with the terms of the Exchange Offer on or prior to the 120th day after the Filing Date or (B) the Exchange been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the time that second anniversary of the Exchange Offer is consummated or (C) if applicable, date on which the Shelf Registration has Statement (unless all shares of Transfer Restricted Securities have been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Periodsold thereunder), then Additional Dividends shall accrue (on the Preferred Stock constituting Transfer Restricted Securities over and above any the stated interest otherwise payable on such Preferred Stock) at a rate of 0.500.25% per annum for the first 30 90 days commencing on (x) the 121st day after the Filing Date with respect to the Preferred Stock validly tendered and not exchanged by the Company, in the case of (A) above, or (y) the day the Exchange on which such Shelf Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) aboveeffective, such Additional Dividend rate increasing by an additional 0.500.25% per annum at the beginning of each such subsequent 3090-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Preferred Stock which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Dividends shall accrue on such Preferred Stock)period; provided, however, that the Additional Dividends rate on any affected the Preferred Stock constituting Transfer Restricted Securities under clauses (i), (ii) and (iii) above may not exceed at any one time in the aggregate 2.01.00% per annumannum in the aggregate; and provided, provided further, that (1) upon the filing of the Exchange Shelf Registration Statement or a Shelf Registration (in the case of clause (i) of this Section 4(a)above), (2) upon the effectiveness of the Exchange Shelf Registration Statement or the Shelf Registration (in the case of clause (ii) of this Section 4(a)above), or (3) upon the exchange of Exchange Preferred Stock for all Preferred Stock tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Exchange Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(Biii) of this Section 4(a)), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)above), Additional Dividends on the affected Preferred Stock Transfer Restricted Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding anything to the contrary in this paragraph (a), no action taken by the Company that results in a Blackout Period shall result in any Additional Dividends. The sole and exclusive remedy of the Holders for the occurrence of any Blackout Period shall be the extension of the Effectiveness Period for the same number of days as the Blackout Period.
(b) The Company shall notify the Paying Agent Purchaser and any transfer agent in respect of the Preferred Stock within one three business day after each and every date on which an event occurs in respect of which Additional Dividends are required to be paid (an "Event Date"). The Company shall pay the Additional Dividends due on the Preferred Stock constituting Transfer Restricted Preferred Stock Securities by paying or depositing with the Paying Agent transfer agent (which shall not be the Company for these purposes) for the Transfer Restricted Preferred Stock, Stock in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next dividend payment date specified by the Certificate of Designation (or such other certificate of designation)Designation, sums of cash and/or additional shares of Preferred Stock sufficient to pay the Additional Dividends then due. Any amounts of Additional Dividends due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 3 will be payable to the Holders of affected Preferred Stock in cash quarterly on each dividend payment date specified by the Certificate of Designation (or such other certificate of designation) to the record holders entitled to receive the dividend payment to be made on such date. Commencing , commencing with the first such date occurring after any such Additional Dividends commence to accrue. The amount of Additional Dividends will be determined by multiplying the applicable Additional Dividends Dividend rate by the principal amount aggregate liquidation preference of the affected Transfer Restricted Preferred Stock of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Dividends Dividend rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Samples: Preferred Stock Registration Rights Agreement (Jostens Inc)
Additional Dividends. If (a) The Company and the Initial Purchaser agree that the Holders of Transfer Restricted Preferred Stock will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages and as the sole and exclusive remedy therefor, additional dividends on the Preferred Stock ("Additional Dividends") under the circumstances and to the extent set forth below:
(i) if neither the Exchange any Registration Statement nor required by this Agreement is not filed with the Shelf Registration has been filed Commission on or prior to the applicable Filing DateDeadline, then, commencing on the 31st day after the Issue Date, Additional Dividends shall accrue on the Preferred Stock over and above the stated interest at a rate of 0.50% per annum for the first 60 days commencing on the 31st day after the Issue Date, (b) any such Additional Dividends rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period;
(ii) if neither the Exchange Registration Statement nor the Shelf Registration is has not been declared effective by the SEC Commission on or prior to the applicable Effectiveness DateDeadline, then, commencing on the 91st day after the Filing Date, Additional Dividends shall accrue on the Preferred Stock 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 Dividend rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period; and
(iiic) if (A) the Company has not exchanged Exchange Preferred Stock for all Preferred Stock validly tendered in accordance with the terms of the Exchange Offer has not been Consummated on or prior to the 120th day after the Filing Date Consummation Deadline or (Bd) the Exchange any Registration Statement ceases required by this Agreement is filed and declared effective but shall thereafter cease to be effective at any time prior or fail to be usable for its intended purpose during the time Registration Period or Shelf Period, as applicable, without being succeeded immediately by a post-effective amendment or an additional Registration Statement that causes the Exchange Offer is consummated or Registration Statement (C) and/or, if applicable, the Shelf Registration has been Statement) to again be declared effective and or made usable (each such Shelf event referred to in clauses (a) through (d), a “Registration ceases to be effective at any time during the Effectiveness PeriodDefault”), then Additional Dividends shall accrue (over and above any interest otherwise payable on such Preferred Stock) the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional dividends at a rate of 0.25% per annum on the liquidation preference of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the additional non-cumulative dividends shall increase by an additional 0.25% per annum on the liquidation preference of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate of additional non-cumulative dividends of 0.50% per annum on the liquidation preference of Transfer Restricted Securities; provided that the Company shall in no event be required to pay additional non-cumulative dividends for the first 30 days commencing on (x) the 121st day after the Filing Date with respect more than one Registration Default at any given time. Notwithstanding anything to the Preferred Stock validly tendered and not exchanged by the Companycontrary set forth herein, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Dividend rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 30-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Preferred Stock which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Dividends shall accrue on such Preferred Stock); provided, however, that the Additional Dividends rate on any affected Preferred Stock may not exceed at any one time in the aggregate 2.0% per annum; and provided, further, that (1i) upon the filing of the Exchange Offer Registration Statement or a (and/or, if applicable, the Shelf Registration (Statement), in the case of clause (ia) of this Section 4(a))above, (2ii) upon the effectiveness of the Exchange Offer Registration Statement or (and/or, if applicable the Shelf Registration (Statement), in the case of clause (iib) of this Section 4(a))above, or (3iii) upon Consummation of the exchange of Exchange Preferred Stock for all Preferred Stock tendered (Offer, in the case of clause (iii)(Ac) of this Section 4(a))above, or (iv) upon the effectiveness filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement which had ceased (and/or, if applicable, the Shelf Registration Statement) to remain again be declared effective (or made usable, in the case of clause (iii)(Bd) of this Section 4(a))above, or upon the effectiveness of additional dividends payable with respect to the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Dividends on the affected Preferred Stock Transfer Restricted Securities as a result of such clause (a), (b), (c) or the relevant subclause thereof(d), as the case may beapplicable, shall cease to accrue.
(b) The Company be payable on the date of such cure. All additional non-cumulative dividends shall notify be paid to the Paying Agent within one business day after Holders entitled thereto, in the manner provided for the payment of dividends in the Board Resolutions, on each and every date on Dividend Payment Date, as more fully set forth in the Board Resolutions. Notwithstanding the fact that any securities for which an event occurs in respect of which Additional Dividends additional dividends are required due cease to be paid (an "Event Date"). The Company shall pay the Additional Dividends due on the Transfer Restricted Preferred Stock by depositing Securities, all obligations of the Company to pay additional dividends with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. A Holder of Preference Shares or Exchange Preference Shares who is not entitled to the Paying Agent (which benefits of a Shelf Registration Statement shall not be the Company for these purposes) for the Transfer Restricted Preferred Stock, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next dividend payment date specified by the Certificate of Designation (or such other certificate of designation), sums sufficient to pay the Additional Dividends then due. Any amounts of Additional Dividends due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Preferred Stock in cash quarterly on each dividend payment date specified by the Certificate of Designation (or such other certificate of designation) to the record holders entitled to receive the dividend payment additional dividends with respect to be made on a Registration Default that pertains to such date. Commencing with the first such date occurring after any such Additional Dividends commence to accrue. The amount of Additional Dividends will be determined by multiplying the applicable Additional Dividends rate by the principal amount of the affected Transfer Restricted Preferred Stock of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Dividends rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360Shelf Registration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Security Capital Assurance LTD)
